General terms & conditions
PLEASE READ THESE GENERAL TERMS & CONDITIONS CAREFULLY AS THEYCONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS.
LAST UPDATED: 09 September 2022
A. These General Terms & Conditions and the agreements incorporated herein by reference, constitute a binding agreement between you (as defined below) and GeekPay (as defined below) (the "Terms") and apply to, and governs your access to, and use of, the Platform (as defined below) and Services (as defined below), unless we have executed a separate written agreement with you for that purpose. We are only willing to make the Platform and Services available to you if you accept all the Terms. BY CLICKING "TO ACCEPT" OR ACCESSING OR USING, OR BOTH, OUR PLATFORM OR SERVICES, OR BOTH, YOU AGREE TO BE BOUND BY, AND ACCEPT THE TERMS. IF YOU DO NOT AGREE TO THE TERMS, YOU SHALL NOT ACCESS AND USE THE PLATFORM AND SERVICES. If you are accepting the Terms on behalf of a company or other legal entity (the "Entity"), you represent that you have the legal authority to accept the Terms on the Entity's behalf, in which case "you" will mean that Entity. If you do not have such authority, or if you do not accept the Terms, then we are unwilling to make the Platform and Services available to you. By accessing or using, or both, the Platform or Services, or both, you affirm that you are of legal age to accept the Terms.
B. GeekPay may make changes to the Terms from time to time. The changes will be effective immediately upon their publication. Please, review the Terms on a regular basis. You understand and agree that your express acceptance of the Terms or your access to, or use of, or both, the Platform or Services, or both, after the date of publication of the relevant changes shall constitute your agreement to the updated Terms. You can determine when the Terms were last revised by referring to the "LAST UPDATED" legend at the top of then-current version of the Terms on the Website (as defined below).
С. If you are accessing or using, or both, the Platform with third party products, virtual assets wallets, hardware, software applications, programs or devices (the "Third Party Technology"), you agree and acknowledge that: (i) you may be required to enter into a separate license agreement with the relevant third party owner or licensor for the use of such Third Party Technology; (ii) the Platform or Services, or both, may not be accessible through the Third Party Technology, and (iii) GeekPay cannot guarantee that the Platform or Services, or both, shall always be available on or in connection with such Third Party Technology.
D. You shall not access and use the Platform and Services if you: (i) do not agree to the Terms, or (ii) are prohibited from accessing or using, or both, the Platform or Services, or both, by applicable law. You must be 18 (eighteen) years or older to access and use the Platform and Services. If you are under 18 (eighteen) years of age, you are not permitted to access and use the Platform and Services. Otherwise you may access and use the Platform and Services only with the involvement of a parent or guardian.
E. To access or use, or both, the Platform or Services, or both, you may be asked to provide certain registration details or other information. It is a condition of your access to, or use of, or both, the Platform or Services, or both, that all such information will be correct, current, and complete.
F. The Terms or any part thereof may be translated into other languages for your convenience. The English language version of each of these documents is the version that prevails at all times and in the event of any conflict between the English language version and a translated version, the English language version shall prevail.
G. Certain features of the Platform may be offered while still in the "beta" version (the "Beta Versions"). GeekPay shall use its reasonable efforts to identify the Beta Versions by marking them within the Platform. By accepting the Terms, you understand and acknowledge that the Beta Versions are being provided as a "BETA" version and made available on an "AS IS" or "AS AVAILABLE" basis. The Beta Versions may contain bugs, errors, and other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA VERSIONS, INCLUDING ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, we shall not be obliged to provide any maintenance, technical, or other support for the Beta Versions.
1. Definitions and interpretations
1.1. In addition to the terms defined elsewhere in the Terms, for all purposes of the Terms, the following terms have the meanings set forth in this section 1.1:
(1) "Affiliate" means, in relation to any person at a given time, any other person that, directly or indirectly, or both, controls, is controlled by or is under common control, with such person. For the purposes of the Terms, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any person, means the possession, directly or indirectly, or both, of the power to direct or cause the direction, or both, of the management and policies of such person, whether through the ownership of voting shares, by contract, or otherwise;
(2) "Platform" means any one or more of the following: the website of GeekPay, available at: [link] (the "Website"), our application programming interface and any other correlative software, tools, features, or functionalities provided on or in connection with the Services;
(3) "IP Rights" means all vested, contingent and future intellectual property rights, including worldwide statutory and common law rights, relating to, or owned by the relevant person anywhere in the world in IP, and all its variations, modifications or enhancements together with any application or right to apply for registration, renewal, extension or protection of those rights;
(4) "IP" means: any or all of the following anywhere in the world: (i) all patents; (ii) all inventions (whether patentable or not), ideas, processes, invention disclosures, improvements, trade secrets, proprietary information, know-how, technology, improvements, discoveries, technical data, customer lists, proprietary processes and formulae, all source and object code, algorithms, architectures, structures, display screens, layouts, development tools and all documentation and media constituting, describing or relating to the above, including manuals, memoranda and records; (iii) all copyrights, copyrightable material including derivative works, revisions, transformations and adaptations, material that is subject to non-copyright disclosure protections, and all other works of authorship and designs (whether or not copyrightable); (iv) all Trademarks; (v) domain names; (vi) websites and related content, and (vii) all manuals, documentation and materials relating to the above;
(5) "GeekPay" ("we", "us" or "our") means the person which owns the Platform;
(6) "Services" means all of the services available on or through the Platform, including, but not limited to, provision of the access to the web-interface to the complex non-custodial platform, where Users may interact with the relevant blockchain (e.g. NEAR blockchain, Ethereum blockchain, Polygon blockchain, Solana blockchain and other blockchain, as may be included in the Platform by GeekPay from time to time at its sole and absolute discretion) solely for the purposes of facilitation of transactions with virtual assets issued on such blockchain (the "Transactions"), including, but not limited to, creation of an invoice in virtual assets, receiver indication, screening of the relevant transaction status, statistical data, (including the data for accounting) provision, reports and analytics with respect to Transitions, and other services, as may be included in the Platform by GeekPay from time to time at its sole and absolute discretion;
(7) "Trademarks" means: (i) the trademarks, trade names and service marks used by the relevant person, whether registered or unregistered; (ii) the respective stylistic marks and distinctive logotypes for such trademarks, trade names and service marks, and (iii) such other marks and logotypes as the relevant person may designate from time to time in writing: and
(8) "User" ("you", or "your") means you as the user of the Platform or Services, or both.
1.2. "Hereof", "herein", "hereunder", "hereby" and words of similar import will, unless otherwise stated, be construed to refer to the Terms as a whole and not to any particular provision of the Terms.
1.3. "Include(s)" and "including" shall be construed to be followed by the words "without limitation".
1.4. "Or" shall be construed to be the "inclusive or" rather than "exclusive or" unless the context requires otherwise.
1.5. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of the Terms.
1.6. Section titles, captions and headings are for convenience of reference only and have no legal or contractual effect.
1.7. Whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
2. Access and use the platform and services. general provisions
2.1. In consideration for your acceptance of the Terms and your payment of all applicable Fees (as defined below) GeekPay grants you the limited, revocable, personal, non-transferable, non-sublicensable and non-exclusive right to access and use the Platform for the purposes of utilizing the Services.
2.2. You shall not access or use, or both, the Platform in any manner that may impair, overburden, damage, disable or otherwise compromise the Platform.
2.3. When you access or use, or both, the Platform, you agree and undertake to comply with the following provisions:
(1) during the access to, or use of, or both, the Platform or Services, of both, all activities you carry out should comply with the requirements of applicable laws and regulations, the Terms, and various guidelines of GeekPay;
(2) your use of Platform or Services, or both, should not violate public interests, public morals, or the legitimate interests of others; and
(3) without prior written consent from GeekPay, you shall not: (i) copy, modify, reproduce, translate, localize, port or otherwise create derivatives of any part of the Platform or Services, or both; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Platform or Services, or both (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local, state, provincial, national or other law, rule or regulation); (iii) rent, lease, resell, distribute, use in any unauthorized or unintended manner or otherwise exploit the Platform or Services, or both, for purposes not contemplated by the Terms; (iv) remove or alter any proprietary notices, Trademarks or labels on or in the Platform or Services, or both; and (v) engage in any activity that interferes with or disrupts the Platform or Services, or both.
2.4. Your access to, or use of, the Platform or Services, or both, may be interrupted from time to time for any of several reasons, including the malfunction of equipment, periodic updating, maintenance, or repair of the Platform or Services, or both, or other actions that GeekPay, in its sole discretion, may elect to take.
2.5. Because we have a growing number of services and enhancing the Platform and Services to better meet the needs of our Users' community, we sometimes need to provide additional terms for specific services (and such services are deemed part of the "Services'' hereunder and shall also be subject to the Terms). Those additional terms and conditions, which are available with the relevant service, then become part of your agreement with us if you use those services. In the event of a conflict between the Terms and any additional applicable terms we may provide for a specific service, such additional terms shall control for that specific service. We also may from time to time modify, suspend or discontinue, temporarily or permanently, any part of the Platform or Services, or both, for any reason. Because you only pay Fees to GeekPay as you use the Platform or Services, or both, there would be no refund of Fees already due following any such modification, suspension or discontinue of the Services.
2.6. Any rights not expressly granted in the Terms are reserved by GeekPay.
3. Use of the platform and services. account and security
3.1. For the purposes of the access to and use of the Platform and Services you may be required to sign up for an account within the Platform (the "Account"), select a password and username, and provide the Platform with its email address and virtual assets wallet data (collectively, the ''User ID'').
3.2. You shall provide us with accurate, complete, and updated registration information about yourself and to promptly notify GeekPay in the event of any changes to any such information.
3.3. You shall be solely responsible for the security and proper use of all User IDs, passwords or other security devices used in connection with the Platform or Services, or both, and shall take all reasonable steps to ensure that they are kept confidential and secure, are used properly and are not disclosed to or used by any other person or entity. You shall immediately inform GeekPay if there is any reason to believe that the User ID, password or any other security device used in connection with the Platform or Services, or both, has or is likely to become known to someone not authorized to use it, or is being or is likely to be used in an unauthorized way. GeekPay reserves the right (at its sole discretion) to request that you change your User ID, and you shall promptly comply with any such request.
3.4. You are solely responsible for all activity in connection with access to the Platform or Services, or both, through your Account or using your User ID, and for the security of your computer systems, and in no event shall GeekPay be liable for any loss or damages relating to such activity.
3.5. You may not transfer your Account to anyone else without our prior written permission. In the event of any dispute between two or more persons as to account ownership, you agree that GeekPay shall be the sole arbiter of such dispute in its discretion and that GeekPay's decision (which may include termination or suspension of any Account subject to dispute) shall be final and binding on all parties. GeekPay may, in its sole discretion, refuse to open an Account, or limit the number of Accounts that you may hold or suspend or terminate any Account.
3.6. You hereby authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you or us, or both, against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating, although we cannot and will not guarantee.
4. Content and ip rights
4.1. The Platform and Services may contain materials, including information, Trademarks, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content, which owned, operated, licensed, or controlled by GeekPay and which is protected by copyright, trademark, trade secret, or other proprietary rights (collectively, the "GeekPay Content"). GeekPay or its relevant suppliers, or licensors, retain all rights in such GeekPay Content. GeekPay grants you a limited, revocable, personal, non-transferable, non-sublicensable and non-exclusive right to view the GeekPay Content solely for your internal access to, and use of the Platform and Services.
4.2. The GeekPay Content is for informational purposes only, you should not construe any such information or other material as legal, tax, investment, financial, or other advice.
4.3. All GeekPay Content is information of a general nature and does not address the circumstances of any particular individual or entity. Nothing in the GeekPay Content constitutes a comprehensive or complete statement of the matters discussed or the law relating thereto. You alone assume the sole responsibility of evaluating the merits and risks associated with the access to, or use of, or both, of the Platform or Services, or both, before making any decisions based on the information contained in the GeekPay Content.
4.4. You retain any and all IP Rights you already hold under applicable law in materials, including information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content you upload, publish, and submit to or through the Platform or Services, or both (the "User Content"), subject to the rights, licenses, and other terms of the Terms, including any underlying rights of other users or GeekPay in the relevant content that you may use or modify.
4.5. In connection with the User Content you affirm, represent, and warrant that you own or have all necessary IP Rights, licenses, consents, and permissions to use and authorize GeekPay and users to use the User Content in the manner contemplated by the Terms.
4.6. Because the law may or may not recognize certain IP Rights in any particular User Content, you should consult a lawyer if you want legal advice regarding your legal rights in a specific situation. You acknowledge and agree that you are responsible for knowing, protecting, and enforcing any IP Rights you hold, and that GeekPay cannot do so on your behalf.
4.7. Except as prohibited by any applicable law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration or remuneration for any of the rights granted in this section.
4.8. You hereby grant to GeekPay, and you agree to grant to GeekPay, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and royalty-free right and license to use, copy, record, distribute, reproduce, disclose, modify, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and sell, re-sell or sublicense (through multiple levels), and otherwise exploit in any manner whatsoever, all or any portion of your User Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any media, software, formula, or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. You agree that the license includes the right to copy, analyze and use any User Content as GeekPay may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Platform and Services and future improvements to the Platform and Services.
4.9. GeekPay shall not be obliged to monitor or enforce your IP Rights to your User Content, but you grant us the right to protect and enforce our rights to your User Content, including by bringing and controlling actions in your name and on your behalf (at GeekPay's cost and expense, to which you hereby consent and irrevocably appoint GeekPay as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
4.10. You acknowledge and agree that the GeekPay Content, Platform and Services fallen into GeekPay's IP or its relevant suppliers or licensors, and IP Rights to it and to all related materials to it is owned by GeekPay or its relevant suppliers or licensors. All uses of GeekPay's IP shall inure to the benefit of GeekPay.
4.11. You shall use GeekPay's IP: (i) only in strict accordance with specifications and directions supplied by or on behalf of GeekPay from time to time; (ii) only in connection with access to, or use of, or both, the Platform or Services, or both, and (iii) only in the form and style approved by GeekPay.
4.12. You shall not include all or any portion of GeekPay's IP in your IP or in the IP of any other person, or both.
4.13. You shall not use GeekPay's IP in a manner likely to cause confusion with, dilute or damage the goodwill, reputation or image of GeekPay.
4.14. You shall not register, attempt to register or lay common law claim to any GeekPay Content, GeekPay's IP, or any IP, confusingly similar to GeekPay Content or GeekPay's IP, or both.
4.15. No transfer, grant or license of IP Rights to GeekPay IP's or GeekPay Content, or both, is made or is to be implied by the Terms except as may be expressly stated otherwise herein.
5. Risks acknowledgement
5.1. You hereby acknowledge, agree, warrant and represent that:
(1) you understand and accept that the Platform and Services solely allows the User to interact with the relevant blockchain for the purposes of transaction facilitation, therefore, GeekPay shall not be deemed as any kind of financial or payment institution, or both, or provider of any financial services of any kind. For the avoidance of any doubts, GeekPay provides the Users only with the web-interface to the complex non-custodial platform, where Users may interact with the relevant blockchain and, therefore, shall not be responsible for the performance of any blockchain or any other on-chain events;
(2) you understand and accept that the Platform does not have any access to, nor hold, the User’s virtual assets wallet mnemonic phrases, virtual assets, bank account or card details, or both, private keys from the virtual assets wallet or other information which may, or potentially may, give Platform access to the User’s virtual assets or funds, or both, therefore, you shall be solely responsible for the safekeeping, holding and maintaining the security of your virtual assets wallet mnemonic phrases, virtual assets, bank account or card details, or both, your private keys from the virtual assets wallet or other information which may, or potentially may, give any person access to your virtual assets or funds, or both;
(3) you understand and accept that GeekPay does not execute any control over the Transactions, shall not be deemed as the participant of any Transaction and shall not be responsible for their performance, confirmation or reversing;
(4) you understand and accept that the smart contract system concept, the underlying software application and software platform (e.g., NEAR blockchain) is still in an early development stage and unproven, why there is no warranty that the process for creating the Platform or Services, or both, will be uninterrupted or error-free and why there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs which may affect the virtual assets;
(5) you understand and accept that the blockchain technology allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of the smart contract system and which may, inter alia, result in substantial modifications of the smart contract system, Platform or Services, including their termination;
(6) the virtual assets can only be accessed by using a compatible virtual assets wallet with a combination of your account information (address), private key, virtual assets wallet mnemonic phrases, and password. The private key is encrypted with a password. You understand and accept that if your private key, virtual assets wallet mnemonic phrases or password respectively got lost or stolen, the obtained virtual assets associated with your account (address) or password will be unrecoverable and will be permanently lost;
(7) you understand and accept that the smart contract system concept, the underlying software application and software platform (e.g., NEAR blockchain) may be exposed to attacks by hackers or other persons that could result in theft or loss of virtual assets;
(8) you understand and accept that the blockchain is susceptible to mining attacks, including double-spend attacks, majority mining power attacks, "selfish-mining" attacks, and race condition attacks. Any successful attacks present a risk to the smart contract system, expected proper execution and sequencing of the Transactions, and expected proper execution and sequencing of contract computations;
(9) you understand and accept that the virtual assets wallet or virtual assets wallet service provider used by you have to be technically compatible with the virtual assets. The failure to assure this may have the result that you will not gain access to the virtual assets;
(10) you have a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with virtual assets, like NEAR, and blockchain-based software systems;
(11) you are not making the Transaction for any illegal purposes;
(12) you understand with regard to the virtual assets no market liquidity may be guaranteed and that the value of the virtual assets over time may experience extreme volatility or depreciate in full;
(13) you understand that you bear the sole responsibility to determine the action or transaction related to the virtual asset have tax implications for you; by exchanging, holding or using virtual assets, and to the extent permitted by law, you agree not to hold GeekPay or any of its Affiliate, or both, liable for any tax liability associated with or arising from the exchange, ownership or use of the virtual assets;
(14) you are not relying on GeekPay or any of its Affiliates, owners, directors, officers, counsel, employees, agents or representatives for legal, investment or tax advice. You represent that to the extent that you have any questions with respect to the Terms, you have sought professional advice;
(15) to the extent required by applicable Laws, you have complied and will continue to comply with all anti-money laundering and counter-terrorism financing requirements;
(16) the assets, including any fiat or virtual assets, or both, you use to perform the Transactions are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and you will not use, or permit the use of, the virtual assets to finance, engage in or otherwise support any unlawful activities;
(17) the Platform and Services are subject to United States export controls and economic sanctions laws. In accepting the Terms you represent and warrant that: (i) you are not located in, and you are not a national or resident of, any country to which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods or services, or both, of the same type as the Platform or Services, or both (the "Restricted Countries"), including Cuba, Iran, North Korea, Sudan, Russian Federation or Syria, and (ii) you are not a person or entity, or owned by, under the control of, or affiliated with, a person or entity (a) that appears on the U.S. Office of Foreign Assets Control's Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List; (b) that appears on the U.S. Department of State's Terrorist Exclusion List; (c) that appears on the Bureau of Industry and Security's Denied Persons, Entity or Unverified List; (d) that appears on the Consolidated List of Targets published by the U.K. HM Treasury; (e) that appears on the Consolidated List published by the A.U. Department of Foreign Affairs and Trade; (f) that is subject to sanctions in any other country, or (g) that is engaged in the design, development or production of nuclear, biological or chemical weapons, missiles or unmanned aerial vehicles; and
(18) you are aware that it may be unable to trade or otherwise dispose of ownership of the virtual assets. You acknowledge and agree that it may be required to bear the financial risks of the virtual assets for an indefinite period of time.
6. Fees, gas fees and taxes
6.1. Transactions are subject to service fees established by, and payable to, GeekPay (the "Fee").
6.2. The Fee shall amount to 0.1 (zero point one) percent from the relevant Transaction amount, shall be borne by the User who initiate the Transaction and shall be transferred to GeekPay at the moment of the relevant Transaction initiation.
6.3.The User acknowledges and agrees that the applicable blockchain networks may additionally require the payment of a transaction fee (the "Gas Fee") for Transactions. You may need to pay a Gas Fee for each Transaction.
6.4.FEES PAID TO GEEKPAY ARE NON-REFUNDABLE.
6.5. The Users are solely responsible to pay any and all applicable Gas Fees, sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with your access to, and use of the Platform or Services, or both. You hereby authorize us to deduct any reasonable or necessary fee or tax as part of the Transaction. Except for income taxes levied on GeekPay, you: (i) shall pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction, and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to the Terms.
7. Term and termination
7.1. These Terms are effective as set forth in section A hereof and continue in effect until terminated.
7.2. Except to the extent we have agreed otherwise in a separate written agreement between you and GeekPay, we may terminate your right to access or use, or both, the Platform or Services, or both, at any time for (i) your violation or breach of the Terms; (ii) your misuse or abuse of the Platform or Services, or both, or (iii) if allowing you to access or use, or both, the Platform or Services, or both, would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose GeekPay to legal liability. We will use reasonable efforts to provide you notice of any such termination. Further, you agree that GeekPay shall not be liable to you or any third party for any such termination of your right to access or use, or both, the Platform or Services, or both.
7.3. Except to the extent you have agreed otherwise in a separate written agreement between you and an authorized officer of GeekPay, you may terminate your access to, or use of, or both, the Platform or Services, or both, and the Terms at any time. At such time, you must delete your Account. In the event there is a separate agreement between you and GeekPay governing your access to, and use of, or both, the Platform and Services, or both, and that agreement terminates or expires, the Terms (as unmodified by such agreement) shall govern your access to, and use of, or both, the Platform and Services, or both, unless and until you delete your Account.
7.4. All provisions of the Terms that by their nature should survive termination of the Terms shall survive (including all limitations on liability, releases, indemnification obligations, disclaimers of warranties, choices of law and judicial forum and intellectual property protections and licenses).
7.5. You agree that GeekPay, in its sole discretion, may suspend or terminate your Account (or any part thereof) or access to, or use of, or both, the Platform or Services, or both, and remove and discard any content within the Platform, for any reason, including for lack of use or if GeekPay believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive, infringing, or illegal activity that may be grounds for termination of your access to, or use of, or both, the Platform or Services, or both, may be referred to appropriate law enforcement authorities. GeekPay may also in its sole discretion and at any time discontinue providing the Platform, or any part thereof, with or without notice. You agree that any termination of your access to, or use of, or both, the Platform or Services, or both, under any provision of these Terms may be effected without prior notice, and acknowledge and agree that GeekPay may immediately deactivate or delete your Account and all related information and files in your Account. Further, you agree that GeekPay will not be liable to you or any third party for any termination of your access to, or use of, or both, the Platform or Services, or both.
8. Indemnification and disclaimer
8.1. YOU AGREE TO RELEASE, INDEMNIFY AND HOLD GEEKPAY AND ITS AFFILIATES AND THEIR OFFICERS, EMPLOYEES, CONTRACTORS, PARTNERS, DIRECTORS AND AGENTS (COLLECTIVELY, "GEEKPAY PARTIES") HARMLESS FROM ANY AND ALL LOSSES, DAMAGES, EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, RIGHTS, CLAIMS, ACTIONS OF ANY KIND AND INJURY (INCLUDING DEATH) ARISING OUT OF OR RELATING TO YOUR ACCESS OR USE, OR BOTH, OF THE PLATFORM OR SERVICES, OR BOTH, ANY YOUR USER CONTENT, YOUR CONNECTION TO THE PLATFORM, YOUR VIOLATION OF THE TERMS OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER USERS. NOTWITHSTANDING THE FOREGOING, YOU WILL HAVE NO OBLIGATION TO INDEMNIFY OR HOLD HARMLESS ANY GEEKPAY PARTIES FROM OR AGAINST ANY LIABILITY, LOSSES, DAMAGES OR EXPENSES INCURRED AS A RESULT OF ANY ACTION OR INACTION OF SUCH GEEKPAY PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES FOR: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY". IF YOU ARE A RESIDENT OF ANOTHER JURISDICTION, YOU WAIVE ANY COMPARABLE STATUTE OR DOCTRINE.
8.2. YOUR ACCESS AND USE OF THE PLATFORM AND SERVICES IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE PLATFORM AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND GEEKPAY EXPRESSLY DISCLAIMS WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. GEEKPAY (AND GEEKPAY PARTIES) MAKES NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER THE PLATFORM OR SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR (III) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. GEEKPAY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES, REPRESENTATIONS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. GEEKPAY WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE PLATFORM OR SERVICES, OR BOTH. WHILE GEEKPAY ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE PLATFORM OR SERVICES, OR BOTH, SAFE, GEEKPAY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR SERVICES, OR BOTH, GEEKPAY CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY VIRTUAL ASSETS, OR ANY VIRTUAL ASSETS YOU INTERACT WITH ACCESSING OR USING, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM GEEKPAY OR GEEKPAY PARTIES OR THROUGH THE PLATFORM OR SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD GEEKPAY RESPONSIBLE FOR ANY BREACH OF SECURITY.
8.3. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR ANY ONE OR MORE OF THE FOLLOWING: ANY USE OF VIRTUAL ASSETS, GEEKPAY CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH VIRTUAL ASSETS, INCLUDING ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) UNAUTHORIZED ACCESS OR USE, AND (IV) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, SERVICES OR VIRTUAL ASSETS.
8.4. VIRTUAL ASSETS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., NEAR BLOCKCHAIN). ANY TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN (E.G., NEAR BLOCKCHAIN). GEEKPAY OR ANY OTHER GEEKPAY PARTY CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY VIRTUAL ASSETS OR UNDERLYING IP OR ASSOCIATED CONTENT OR ITEMS.
8.5. GEEKPAY AND GEEKPAY PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., VIRTUAL ASSETS WALLET, SMART CONTRACT SYSTEM), BLOCKCHAINS OR ANY OTHER FEATURES OF THE VIRTUAL ASSETS. GEEKPAY AND GEEKPAY PARTIES SHALL NOT BE RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE VIRTUAL ASSETS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.
8.6. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, THEREFORE, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
9. Limitation of liability
9.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT GEEKPAY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, LOSS IN VALUE OF ANY VIRTUAL ASSET, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GEEKPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) ACCESS OR USE, OR BOTH, THE PLATFORM OR SERVICES, OR BOTH; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND PLATFORMS RESULTING FROM ANY VIRTUAL ASSET, GOODS, DATA, INFORMATION OR PLATFORMS PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM OR SERVICES, OR BOTH; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM, OR (V) ANY OTHER MATTER RELATING TO THE PLATFORM OR SERVICES, OR BOTH. IN NO EVENT WILL GEEKPAY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID GEEKPAY IN THE LAST 6 (SIX) MONTHS, OR, IF GREATER, USD 100 (ONE HUNDRED DOLLARS).
9.2. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM, OR SERVICES, OR BOTH, OR WITH THE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESS AND USE OF THE PLATFORM AND SERVICES.
10. Governing law and dispute resolution
10.1. The Terms shall be governed by and construed and interpreted in accordance with the laws of England and Wales, as to all matters, including matters of validity, construction, effect, enforceability, performance, and remedies. Although the Platform and Services may be available in other jurisdictions, each user hereby acknowledges and agrees that such availability shall not be deemed to give rise to general or specific personal jurisdiction over GeekPay in any forum outside England and Wales.
10.2. If a user has a potential legal dispute, claim or cause of action against GeekPay (the "Claim
"), the User shall first (prior to initiating any litigation proceedings
) contact GeekPay by sending an email to: firstname.lastname@example.org
(subject line: "Dispute"
) describing the nature of the potential dispute, claim or cause of action and providing all relevant documentation and evidence thereof. If so elected by GeekPay, user shall use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim or cause of action within 60 (sixty) calendar days of the delivery of such email. Any such dispute, claim or cause of action that is not finally resolved by a binding, written settlement agreement within such 60 (sixty) calendar days shall be brought and resolved exclusively in accordance with the following provisions of this section 10.
10.3. Except as set forth in section 10.2, all Claims and disputes and controversies directly or indirectly arising out of or in connection with or directly or indirectly relating to the Terms or any of the matters or transactions contemplated by the Terms (for the avoidance of doubt, including any claim seeking to invalidate, or alleging that, all or any part of the Terms is unenforceable, void or voidable) shall be finally settled by the courts of England and Wales. Unless otherwise required by applicable law, the limitation period for Claims shall be 12 (twelve) months after the Claim arose.
You may contact us at the following contact details:
12. Miscellaneous provisions
12.1. You shall not assign, transfer, mortgage, charge, declare a trust of, or deal in any other manner with any or all of your rights and obligations under these Terms without prior written consent of GeekPay. GeekPay may assign, transfer, mortgage, charge, declare a trust of, or deal in any other manner with any or all of its rights and obligations under these Terms without your prior written consent.
12.2. These Terms set forth the entire agreement between you and GeekPay with regard to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between you and GeekPay with respect to the subject matter hereof.
12.3. Should any term, condition, provision or part of these Terms be found to be unlawful, invalid, illegal or unenforceable, that portion shall be deemed null and void and severed from these Terms for all purposes, but such illegality, or invalidity or unenforceability shall not affect the legality, validity or enforceability of the remaining parts of these Terms, and the remainder of these Terms shall remain in full force and effect, unless such would be manifestly inequitable or would serve to deprive either Party of a material part of what it bargained for in entering into these Terms.
12.4. No failure or delay on the part of GeekPay in the exercise of any power, right, privilege or remedy under the Terms shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. GeekPay shall not be deemed to have waived any claim arising out of the Terms, or any power, right, privilege or remedy under the Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of GeekPay, and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.
12.5. Nothing contained in these Terms shall be deemed to constitute a partnership, joint venture or employment.
12.6. These Terms shall inure to the benefit of GeekPay, the users, and their respective permitted successors, permitted assigns, permitted transferees and permitted delegates and shall be binding upon all of the foregoing persons and any person who may otherwise succeed to any right, obligation or liability under these Terms by operation of law or otherwise.
12.7. GeekPay shall not incur any liability or penalty for not performing any act or fulfilling any duty or obligation hereunder or in connection with the matters contemplated hereby by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, any epidemic or pandemic, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, any applicable blockchain or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack on the foregoing or any aspect thereof, or on the other software, networks and platform that enables GeekPay to provide the Platform or Services, or both), it being understood that GeekPay shall use commercially reasonable efforts, consistent with accepted practices in the industries in which GeekPay operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.