Terms of Use
Effective on 25 September 2024
Welcome to EdenX!
These terms of use apply to use of the services of EdenX along with any associated software applications and websites (if any, collectively, “Services”) and form an agreement (“Agreement”) between individual users (“You”) and EdenX (“we”, or “Company”).
Please read and fully understand the Agreement before using the Services. Please pay attention to the important points concerning your rights and interests, in particular, the provisions relating to the exclusion or limitation of our liability, the limitation of your rights, the application of the law, and the dispute resolution provisions, which are highlighted in capitalized letters.
By browsing, registering, logging in or using Services, you are deemed to have fully understood the Agreement and agreed to be bound by the Agreement and other service rules including but not limited to Privacy Policy, guidelines, operation rules, service instructions, etc., (hereinafter referred to as "Service Rules"). The Service Rules are a valid part of the Agreement and are equally effective.
ARBITRATION NOTICE. CLAUSE 13 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. EXCEPT FOR CERTAIN KINDS OF DISPUTES PROHIBITED BY APPLICABLE LAW, YOU AGREE THAT DISPUTES ARISING UNDER THESE TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1 Account Registration
1.1 You need to create an EdenX account (“Account”) to access and use certain services. This Account is either an email address or a linked account via third party account service. You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account via the “Profile” page.
1.2 Your username is linked to your Account and will be publicly displayed. We therefore advise you not to include your actual name in your username. Further, you may not use a username which is already used by someone else or which does not meet the requirements of this Agreement (including without limitation any prohibited contents as stipulated in Clause 3 and prohibited acts as stipulated in Clause 5 of this Agreement). We reserve the right to refuse registration of, or cancellation, a username in our reasonable discretion.
1.3 YOU ARE SOLELY RESPONSIBLE FOR AND WILL BE DEEMED TO HAVE CARRIED OUT ANY ACTIVITY, INCLUDING ANY PURCHASES, MADE BY YOUR ACCOUNT, UNLESS PROVIDED BY YOU OTHERWISE. YOU ARE ALSO SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY AND SECURITY OF YOUR ACCOUNT AND ANY USER IDENTIFICATION, PASSWORDS, AUTHENTICATION CODES OR OTHER SECURITY DEVICES OR PROCEDURES, IF APPLICABLE. TO ENSURE THE SAFETY OF YOUR ACCOUNT, WE STRONGLY RECOMMEND YOU NOT TO SHARE YOUR ACCOUNT DETAILS WITH ANYONE ELSE.
1.4 OUR SERVICES ARE NOT INTENDED FOR ACCESS AND USE BY INDIVIDUALS WITHOUT CAPACITY FOR CIVIL CONDUCT. You must meet the legal age requirement as stipulated by the applicable laws of your country to create an account. We reserve the right to request proof of age before entering into an agreement with you. Shall we detect that account has been created by, or is being used by, persons not meeting the age requirement, or by children, we will consider such registration void. Accordingly, we will remove any data collected in association with that account.
2 License Grant
2.1 Subject to and conditioned upon your complete and ongoing compliance with this Agreement, we hereby grant you a non-exclusive, non-transferable, non-sublicensable, limited license for the term of this Agreement to access and use the Services solely for your personal, non-commercial purposes.
2.2 Except as expressly licensed to you herein, we retain all rights and interests in and to the Services, including but not limited to, any and all associated copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, patches, updates, copies, derivative works, computer code, texts, design, graphics, music, scenery, sounds, musical works, audio-visual contents, methods of operation, moral rights, and the selection and arrangement thereof (collectively, “Materials”), whether registered or not. All our Services and Materials are fully protected by and subject to all applicable intellectual property laws and rights.
2.3 The EDEN name and logos are trademarks of Company. Other trademarks used and displayed via the Services may be trademarks of their respective owners who may or may not endorse or be affiliated with or connected to Company. Nothing in these Terms or the Services should be construed as granting any license or right to use any of Company Trademarks without our prior written permission in each instance. All goodwill generated from the use of Company Trademarks will inure to our exclusive benefit.
2.4 Except and solely to the extent such a restriction is impermissible under applicable law, you may not:
1) Use the Services in violation of any law, regulation, or rule;
2) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionalities thereof, to any third party for any reason;
3) Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
4) Copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether patentable or not, of the Services or any part thereof;
5) Remove, delete, alter, or obscure any trademark, copyright, patent, or other intellectual property or proprietary rights notices provided on or with the Services, or any copies thereof;
6) Combine or incorporate the Services or any part thereof with, or into, any other programs;
7) Disable, circumvent, or otherwise create or implement any workaround to any copyright protection or security features in the Services; or
8) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data or contents from any web pages contained in the website
9) Use the Services for competitive analysis, the development of a competing products or services, or any other purpose that is to our commercial disadvantage.
2.5 Please note that violations of the above terms may result in disciplinary action, which will be decided at our discretion, on a case-by-case basis. This list of prohibited conducts is not exhaustive.
3 User Content
3.1 You may provide input such as prompts, texts, images, videos, or other similar materials to the Services (“Input”), and receive output from the Services based on the Input (“Output”). Input and Output are collectively referred to “User Content.”
3.2 You retain any copyright and other proprietary rights that you may hold in the Input that you upload to the Services, subject to the licenses granted in these terms. You are responsible for your Input, including its content and accuracy, and will comply with applicable laws when using the Services. You represent and warrant that you have made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for the Company to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process Input as set forth in these terms without violating applicable laws, third-party rights, or terms or policies that apply to the Input.
3.3 You must not upload Input if you are not the owner of or are not fully authorized to grant rights in all of the elements of that Input. You acknowledge that Company has no obligation to pre-screen your Inputs although Company reserves the right in its sole discretion to pre-screen, refuse or remove any Input. Company disclaims any and all liability in connection with Input. You are solely responsible for your Input and the consequences of providing Input via the Services. By providing Input via the Services, you affirm, represent, and warrant to the Company that:
1) you have the necessary licenses, rights, consents, and permissions to authorize the Company and users of the Services to use and distribute your Input as necessary to exercise the licenses granted by you in these terms;
2) your Input, and the uploading or other use of your Input as contemplated by these terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party rights; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (iii) cause the Company to violate any applicable laws or require the Company to obtain any further licenses from or pay any royalties, fees, compensation or other amounts to any third parties; (iv) constitute unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation without the Company’s prior written express consent; and (v) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
3) your Input could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
4) your uploading of Input is not intended to generate Output that is substantially similar to any form of intellectual property owned or controlled by a third party; and
5) if you upload a photograph or image to the Services that includes one or more persons, such photograph or does not infringe any legal rights and interests of a natural person.
3.4 You grant the Company a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform, communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these terms, and distribute Input, in whole or in part, in any media formats and through any media channels, in each case, including as reasonably necessary to: (a) provide the Services; (b) derive or generate usage data or Output; (c) create and compile aggregated data; or (d) as otherwise required by applicable laws, agreed to in writing between the parties, or otherwise permitted herein. The foregoing license will be perpetual and irrevocable with respect to any Input contained, incorporated, included embodied, or otherwise reflected in Output, usage data or aggregated data.
3.5 As between the parties and to the greatest extent permitted by applicable laws, you own and retain all rights and interests in and to the Output and the Company hereby assigns to you all of the Company’s rights and interests in and to the Output. The foregoing assignment above does not include any rights and interests to output of any third party. To the extent you have the right to grant the following license, you hereby grant to the Company a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these terms, and distribute Output, in whole or in part, in any media formats and through any media channels, in each case, only in connection with the Services. Notwithstanding the foregoing, you agree that you cannot and will not use the Outputs for commercial purposes unless the Outputs were produced under your paid subscription subject to Clause 6 of this Agreement allowing for the commercial use of Outputs.
3.6 Due to the nature of our Services as generative artificial intelligence, the Output may not be unique, and other users may generate similar output from our Services. Our assignment of rights and interests in and to the Output does not extend to the output of other users or any third-party output.
3.7 You grant us all necessary rights and interests to use User Content to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and ensure the safety of the Services. If you do not want your User Content to be used to train our models, you may opt out by contacting us through the contact information specified in Clause 14 of this Agreement. Please note that opting out may limit the ability of our Services to be tailored specifically to your case.
3.8 The Company does not control and does not have any obligation to monitor: (a) Input or Output; (b) any content made available by third parties; or (c) the use of the Services by its users. You acknowledge and agree that the Company reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Services (including Input and Output) for operational and other purposes. During monitoring, information may be examined, recorded, copied, and used in accordance with the privacy policy of the Company. The Company may, at any time and without prior notice, screen, remove, edit, or block any Input or Output that in our sole judgment violates these terms, is alleged to violate the rights of third parties, or is otherwise objectionable. If notified by a user or content owner that Input or Output allegedly does not conform to these terms, the Company may investigate the allegation and determine in its sole discretion whether to remove the applicable Input or Output, which the Company reserve the right to do at any time and without notice.
3.9 We respect and appreciate the thoughts and comments from You on our Services. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
4 Report Unlawful and Prohibited Content
4.1 If you encounter any content on our Services that you believe violates this Agreement (including any prohibited acts listed in Clause 5), please report this to us by clicking “report” button or through contact information in Clause 14 of this Agreement. When reporting, clearly identify and describe the offending content, specifying its exact location on the Services, and explain why the content should be considered a violation of this Agreement and removed.
4.2 We respect the intellectual property rights of others and expect the same from our users. If you are a copyright owner, or an authorized agent, and believe that any content within the Services infringes upon your copyrights, you may file an infringement notification by clicking “report” button or through the contact details listed in Clause 14 of this Agreement.
4.3 Upon receiving a complete notification of alleged violation, we reserve the right to take actions under applicable law and we consider appropriate at our own discretion. This includes requesting that you cease using content we believe to violate this Agreement, and/or the removal or deactivation of the reported content.
4.4 Should we determine any content you have posted to be manifestly unlawful and in violation of this Agreement, we reserve the right to terminate your account in accordance with the terms of this Agreement and in compliance with applicable laws.
5 User Conduct
5.1 While using the Services, you are strictly prohibited from engaging in any of the following activities. This list is not exhaustive and additional prohibitions may apply:
1) Engaging in activities that violate, or may potentially violate applicable laws;
2) Abusing, harassing, or bullying other users or our representatives, whether through verbal or written means. This includes, but is not limited to, trolling, flaming, spamming, or utilizing language or content deemed illegal, dangerous, threatening, abusive, offensive, obscene, vulgar, defamatory, or hateful.
3) Falsely representing that Output was generated by a human when it was not, or remove intentionally ai-generated indication when it is mandatory under applicable law;
4) Using Output to develop models that compete directly with our Services.
5) Buying, selling, trading, or transferring your account to anyone else.
6) Utilizing proxies, VPNs, or other tools to bypass regional restrictions if any.
7) Engaging in cheating, hacking, botting, boosting, or tampering activities that provide unfair advantages or detrimentally affect other users' experiences.
8) Conducting DDoS (Distributed Denial-of-Service) attacks using multiple compromised systems to disrupt normal traffic of our server, services, or network.
9) Grooming or encouraging other users to engage in illegal or inappropriate acts, such as gambling, sexually suggestive contents excessive violence or animal harm, violent extremism, suicide or other acts of physical self-harm and etc.
10) Creating contents including usernames, Inputs, or dialogue that are offensive, including those containing profanity, sexual references, hate speech, or political figures, or include commercial message.
11) Engaging in activities that are detrimental or damaging to the Company, its services, or any third party.
12) Slandering, defaming, or violating the privacy or prestige of the Company or any third party.
13) Violating the rights of any parties involved or related to the Services, including intellectual property rights, privacy, and rights to one’s likeness and credibility.
14) Engaging in any activity deemed prohibited by the Company, as communicated via notification or public announcement.
5.2 You understand that Company is not responsible for and does not control user’s action or contents. You are solely responsible for your interactions with other registered users and any other parties with whom you interact; provided, however, that Company reserves the right, but has no obligation, to intercede in such disputes. You agree that Company will not be responsible for any liability incurred as the result of such interactions.
5.3 You agree to comply with our Community Guidelines which will be published and updated from time to time.
5.4 In cases where a user commits any of the aforementioned prohibited acts, or violates this Agreement, the Company reserves the right to take disciplinary actions at its discretion. Actions may be determined on a case-by-case basis and can include warnings, deadlines for remediation, temporary suspensions or permanent closure of the user’s account in accordance with applicable laws. We also reserve the right to terminate a user’s access to the Services and to seek restitution for any damages caused by such prohibited conducts.
6 Purchase of Services
6.1 You are responsible for the payment of the applicable fee for any paid Services, and the charging standard of such paid Services will be published online for your decision. Before you subscribe or use any paid Services, please be sure to read and fully understand the terms related. All fees for the Services are non-refundable, except as explicitly stated in this Agreement. A contract between you and the Company for the Services will exist once the Company accepts your order via a confirmatory email or other appropriate means of communication.
6.2 Company may offer and accept on-platform token named EdenCoin (“EDC”) which will be used to obtain some Services. In addition to these Terms, your purchase and use of EDC is subject to the EDC Terms and Conditions, which will be published and updated from time to time and incorporated into this Agreement.
6.3 You agree to pay all fees or charges via a third party payment services provider (“Payment Services Provider”) or other means we provided online if any. The agreement or terms between you and the Payment Services Provider govern your use of the third-party payment services account, and supersede this Agreement, for determining your rights and liabilities.
6.4 Payments under Clause 6.1 do not include any taxes (“Service Tax”) that may be due in connection with the services provided under this Agreement. If the Company is legally required to collect Service Taxes from you, such Service Taxes will be collected in addition to the payments required under Clause 6.1 of this Agreement. If any Services, or payments for any Services, under the Agreement are subject to any Service Taxes in any jurisdiction and you have not remitted the applicable Service Taxes to the Company, you will be responsible for such Service Taxes and any related penalties or interest to the relevant tax authority. You will indemnify the Company for any liability or expense Company incurred due to Service Taxes. Upon the Company’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other evidence that you have paid all applicable taxes.
6.5 Your subscription of the Services (“Subscription”) will continue indefinitely until terminated in accordance with this Agreement. After your initial Subscription period, and after any subsequent Subscription period, your Subscription will automatically renew on the first day following the end of such period and continue for an equivalent period, at the Company’s then-current price for such Subscription. Your Account will be subject to this automatic renewal feature unless you cancel your Subscription at least thirty (30) days before the renewal date. If you do not wish for your Account to renew automatically, or if you want to change or terminate your Subscription, please contact the Company using the information in Clause 14 of this Agreement and we will process your cancellation of the Subscription without undue delay. If you cancel or downgrade your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current Subscription term expires, but you will not receive a prorated refund of any portion of the Subscription fee paid for the then-current Subscription period. By subscribing, you authorize the Company to charge your Payment Services Provider at the commencement of and at the beginning of any subsequent subscription period. Upon renewal of your subscription, if the Company does not receive payment from your Payment Services Provider, (a) you must pay all amounts due on your Account upon demand, and/or (b) the Company may either terminate or suspend your Subscription and continue to charge your Payment Services Provider until payment is received (upon receipt, your Account will be activated, and your new Subscription period will begin from the day payment was received).
7 Personal Data
7.1 You are strongly advised that any personal data of you or third party shall be used prudently when you are uploading Inputs or interact with other users, including your real name, address, financial status, medical information or others, especially those sensitive personal data such as government identifications, passport numbers or social security numbers and etc.
7.2 To the extent personal data is collected, transmitted, stored, provided, or processed in connection with your use of Services, Company will comply with the Privacy Policy.
8 Disclaimers; Limitation of Liability
8.1 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. COMPANY DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND COMPANY DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
8.2 Artificial intelligence and machine learning are rapidly evolving fields. Company is continuously working to enhance our Services to make them more accurate, reliable, safe, and beneficial. By using our Services you acknowledge and agree that (a) You will not knowingly make illegal or inappropriate Input, or induce illegal or inappropriate Output;(b) Output may not always be accurate, and you must evaluate the Output for accuracy and appropriateness for your use case; (c) You must not use any Output relating to a person for any purpose that could have a legal or material impact on that individual, such as making decisions regarding credit, educational, employment, housing, insurance, legal, medical, or other significant matters; and (d) Our Services may produce incomplete, incorrect, or offensive Output that does not represent the views of the Company.
8.3 We may use third party generative AI large model technology to provide you with Services in certain functions, in which case we are not responsible for third party generated content. However, we will take reasonable care that if there are any illegal or infringing contents (“Illegal Contents) in the content generated by third parties. When we receive complaints or are aware of such Illegal Contents, we will take necessary measures to remove Illegal Contents and prevent the same contents from being generated again.
8.4 YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND ITS AFFILIATES AND LICENSORS (“COMPANY AND RELATED PARTY”) WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, NOR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IRRESPECTIVE OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY TO ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.
8.5 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF THE COMPANY AND RELATED PARTIES TO YOU SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID TO THE COMPANY BY YOU DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION, OR OCCURRENCE GAVE RISE TO THE LIABILITY; OR (B) THE REMEDY OR PENALTY PRESCRIBED BY THE STATUTE UNDER WHICH SUCH CLAIM AROSE. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO CASES OF (A) DEATH OR PERSONAL INJURY RESULTING FROM THE NEGLIGENCE OF THE COMPANY AND RELATED PARTIES; OR (B) ANY HARM RESULTING FROM THE COMPANY AND RELATED PARTIES’ FRAUD OR FRAUDULENT MISREPRESENTATION.
8.6 You acknowledge that we may establish general practices and limits concerning use of the Services. These may include, without limitation, the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on our servers on your behalf. UNLESS THERE ARE AGREEMENTS WITH YOU AS A PAID USER OR OTHERWISE PROVIDED BY APPLICABLE LAW, COMPANY HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY DATA OR USER CONTENT MAINTAINED OR UPLOADED TO THE SERVICES.
8.7 Except for the Company’s obligations to protect your personal data as outlined in the Company’s Privacy Policy, the Company assumes no responsibility for the timeliness, deletion, mis-delivery, or failure to store any content (including, but not limited to, your content and user content), user communications, or personalization settings.
8.8 Certain jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages. As such, some or all of the above exclusions or limitations may not apply to you, depending on your legal rights under the applicable laws of the jurisdictions you are subject to.
9 Indemnification
9.1 You agree to indemnify and hold harmless the Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (collectively, the “Company Parties”) from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising from or in relation to any of the following:
1) Your Content;
2) Your use of, or inability to use, the Services;
3) Your breach of the Agreement;
4) Your infringement of any rights of another party, including other registered users of the Services;
5) Your violation of any applicable laws, rules, or regulations.
9.2 The Company reserves the right, at its own expenses, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such cases, you agree to cooperate fully with the Company in asserting any available defenses. This indemnification obligation will survive the termination of this Agreement and the deactivation of your account, at its own expenses as permitted by applicable laws.
10 Termination of the Agreement 10.1 This Agreement will terminate automatically if your right to use the Services is terminated; However, any licenses granted to you by us and any provisions of this Agreement necessary to enforce or exercise rights or obligations under this Agreement shall survive the termination.
10.2 YOU ACKNOWLEDGE THAT WE RESERVE THE RIGHT TO TERMINATE ACCOUNTS THAT ARE INACTIVE FOR AN EXTENDED PERIOD OF TIME.
10.3 You acknowledge that Company in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any content within the Services if Company believes that you have violated or acted inconsistently with the letter or spirit of this Agreement.
10.4 Upon termination of this Agreement for any reason, you are generally not entitled to a prorated refund of any part of the Subscription fee or other monetary benefits. Exceptions may be made only as it is expressly agreed or required by applicable laws.
10.5 We may periodically change the terms of this Agreement, for example, to reflect or include new features in the Services, to enhance your security, or because of changes in the law. In case of material changes that may affect your legal position vis-à-vis us, we will inform you of such changes at least thirty (30) calendar days before these changes come into effect. You will be deemed to have accepted the changes unless you have notified us of your objection to such changes within thirty (30) calendar days from the receipt of our notification about the changes or if you continue to use the Services after the changes have come into effect and you have received our notification. In our notification, we will inform you of your right to object, the applicable notice period and the legal consequences of failing to object.
10.6 In case you object to any changes as set out above, the previous version of the Agreement shall continue to apply. However, in that case we may terminate the Agreement with fourteen (14) calendar days’ notice. In case of such termination, you may be entitled to a refund in proportion to unserved.
11 Force Majeure
11.1 Neither party shall be held responsible for any failure to perform its obligations under this Agreement, if such failure is a result of a Force Majeure event. For the sake of clarity, Company shall have no liability for (a) any costs, losses, expenses, damages, or the payment of any part of the transaction price stipulated in this Agreement; or (b) any delay costs incurred due to the event of Force Majeure.
11.2 A Force Majeure event refers to any unforeseeable circumstances that are beyond the control of the parties and make normal performance impossible,including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
11.3 The occurrence of a Force Majeure event does not relieve either party from any obligation that had arisen before the event, including but not limited to the obligation to make timely monetary payments that matured prior to the event.
12 Governing Law and Jurisdiction
12.1 This Agreement and any actions related thereto shall be governed by the laws of Singapore, excluding its conflict of law provisions.
12.2 All disputes arising out of or in connection with this Agreement shall be resolved exclusively through final and binding arbitration conducted under the Rules of the Singapore International Arbitration Centre ("SIAC"). The arbitration shall be conducted by one or more arbitrators appointed in accordance with these Rules.
12.3 YOU AND COMPANY AGREE THAT DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY, AND MAY NOT BE BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING.
12.4 If a court or the arbitrator decides that any provision of this Clause 12 except for Clause
12.3 is invalid or unenforceable, the parties agree to replace such provision with one that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that Clause12.3 is invalid or unenforceable, then the entirety of this arbitration agreement shall be null and void. The remainder of this Agreement will continue to apply.
13 Miscellaneous
13.1 Links to Third-Party Services EdenX may contain links to external services managed by third-party organizations (“Third-Party Service (s)”). These Third-Party Services may include, but are not limited to, social media platforms and advertising services. Access and use of these linked services are governed by the terms and conditions of the respective Third-Party Service providers. Please carefully review these Third-Party Service terms and conditions. Please note that the Company is not a party to these agreements and assumes no responsibility for the content or practices of these Third-Party Services.
13.2 Severability Should any clause of this Agreement be found to be unenforceable or invalid, such unenforceability or invalidity will not affect the validity or enforceability of the other clauses hereof. Any clause deemed unenforceability or invalid shall be modified or deleted but only to the extent necessary to correct its unenforceability or invalidity. The rest of the Agreement will continue in effect.
13.3 Email Notification You consent to receive notifications from us electronically to the e-mail address you provide to us. These notifications may be about your account, changes to our service, or other updates or marketing relating to our platform or products.
14 Contact Information
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