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Terms of Use

Acceptance of the Terms of Use

Kaddex Group is comprised of the following legal entities:

  1. KADDEX, LLC, (hereinafter “Kaddex USA”), a corporation duly organised and existing under the laws of the state of Delaware and having a registered office at Suite 201, 651 N Broad St, Middletown, DE 19709, United States of America; and,
  2. KADDEX PTY LTD, (hereinafter “Kaddex AU”), an Australian private company organised and existing under the laws of the state of New South Wales, Australia and having a registered office at Suite 1524, 50-58 MacLeay St Elizabeth Bay NSW 2011 Australia; and,
  3. Kaddex OÜ, (hereinafter “Kaddex EE”), a private limited company organised and existing under the laws of the country of Estonia, European Union and having a registered office at Harju maakond, Tallinn, Lasnamäe linnaosa, Sepapaja tn 6, 15551, Estonia, European Union; and,
  4. KADDEX LTD, (hereinafter “Kaddex UK”), a private limited company organised and existing under the laws of the country England, United Kingdom and having a registered office at Lytchett House 13 Freeland Park, Wareham Road, Poole, Dorset, BH16 6FA, England, United Kingdom; and,
  5. KADDEXDAO ASSOCIATION, (hereinafter “Kaddex DAO”), an association organised and existing under the laws of the country Switzerland and having a registered office at Blegistrasse 7, 6340 Baar, Switzerland.

These terms of use are entered into by and between you and Kaddex Group and their affiliates (collectively, “Kaddex,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of www.kaddex.xyz, wrinqle.kaddex.xyz, and swap.kaddex.xyz, and any other subdomains of kaddex.xyz (collectively, “Websites”), and any content, functionality, and services offered on or through the Websites or such application (collectively, “Kaddex Services”).

Please read the Terms of Use carefully before using the Kaddex Services. By using the Kaddex Services or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use, including our Privacy Policy, found at https://www.kaddex.xyz/legal/policies/privacy-policy/, incorporated herein by reference and as amended from time to time (“Privacy Policy”). If you do not want to agree to these Terms of Use (including the Privacy Policy), you must not access or otherwise use the Kaddex Services.

The Kaddex Services are offered and available to users who are at least 18 years of age. By using the Kaddex Services, you represent and warrant that you meet the foregoing eligibility requirement. If you do not meet this requirement, you must not access or otherwise use the Kaddex Services.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time at our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Kaddex Services thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Websites.

Your continued use of the Kaddex Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check the Websites from time to time, so you are aware of any changes, as they are binding on you. We reserve the right to adjust our pricing and fees at any time.

Accessing the Kaddex Services and Account Security

We reserve the right to withdraw or amend the Kaddex Services, and any service or material we provide through the Kaddex Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Kaddex Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Kaddex Services, or the entirety of the Kaddex Services, to users, including registered users.

You are responsible for both:

  • Making all arrangements necessary for you to have access to the Kaddex Services.
  • Ensuring that all persons who access the Kaddex Services through your internet connection are aware of these Terms of Use and comply with them.

To access the Kaddex Services or some of the resources they offer, you may be asked to provide certain registration details or other information. At any time deemed necessary by Kaddex, you agree to:

  1. provide us with the information we request for the purposes of identity verification, providing services to you, and the detection of money laundering, terrorist financing, fraud, or any other financial crimes, and
  2. permit us to keep a record of such information. It is a condition of your use of the Kaddex Services that all the information you provide through the Kaddex Services is correct, current, and complete. You agree to keep us updated if any of the information you provide changes.

You agree that all information you provide to register with the Kaddex Services or otherwise, including, but not limited to, through the use of any interactive features of the Kaddex Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws, and regulations. You can withdraw your consent at any time by closing all accounts you have with us and discontinuing your use of the Kaddex Services. However, we may retain and continue to process your personal information if we reasonably believe it is necessary in order to comply with laws or regulations. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us 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. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process, or governmental request.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Kaddex Services or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We assume no responsibility for any loss that you may sustain due to compromise of any login credentials you have in connection with the Kaddex Services due to no fault of Kaddex.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use or applicable law.

Custody and Ownership of Digital Assets

Custody and title to the digital assets held in your Wallet shall at all times remain with you and shall not transfer to Kaddex. As the owner of such digital assets, you shall bear all risk of loss of such digital assets. We shall have no liability for fluctuations or loss in such digital assets. You retain sole responsibility for any loss of private keys associated with your Wallet.

Intellectual Property Rights

The Kaddex Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Kaddex, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Kaddex Services for your lawful use only. You must not copy, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material of the Kaddex Services, except that your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Kaddex Services in breach of the Terms of Use, your right to use the Kaddex Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Kaddex Services or any content of the Kaddex Services is transferred to you, and all rights not expressly granted are reserved by Kaddex. Any use of the Kaddex Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The Kaddex name, the Kaddex logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Kaddex or its affiliates or licensors. You must not use such marks without the prior written permission of Kaddex. All other names, logos, product and service names, designs, and slogans on the Websites or otherwise displayed through the Kaddex Services are the trademarks of their respective owners.

Prohibited Uses

You may use the Kaddex Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Kaddex Services:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • In any way that violates these Terms of Use.
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
  • To impersonate or attempt to impersonate Kaddex, a Kaddex employee, another user, or any other person or entity (including, without limitation, by using email addresses or user names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Kaddex Services, or which, as determined by us, may harm Kaddex or users of the Kaddex Services, or expose them to liability.

Additionally, you agree not to:

  • Use the Kaddex Services in any manner that could disable, overburden, damage, or impair it or interfere with any other party’s use of the Kaddex Services, including their ability to engage in real time activities through the Kaddex Services.
  • Use any robot, spider, or other automatic device, process, or means to access the Kaddex Services for any purpose, including monitoring or copying any of the material of the Kaddex Services.
  • Use any manual process to monitor or copy any of the material of the Kaddex Services, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Kaddex Services.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Kaddex Services, the server on which the Kaddex Services are stored, or any server, computer, or database connected to the Kaddex Services.
  • Attack the Kaddex Services via a denial-of-service attack or a distributed denial-of- service attack.
  • Otherwise attempt to interfere with the proper working of the Kaddex Services.

User Contributions

The Kaddex Services may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Kaddex Services.

Any User Contribution you post to the Kaddex Services will be considered non- confidential and non-proprietary. By providing any User Contribution to the Kaddex Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.

You represent and warrant that:

  • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
  • All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Kaddex, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Kaddex Services.

Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Kaddex Services or the public, or could create liability for Kaddex.
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Kaddex Services.
  • Terminate or suspend your access to all or part of the Kaddex Services for any or no reason, including without limitation, any violation of these Terms of Use. In the event of termination, you will be permitted to transfer digital assets associated with your Wallet within the 45-day period from the date of termination unless such transfer is otherwise prohibited (i) under applicable law, including but not limited to applicable sanctions programs; or (ii) by a facially valid subpoena or court order. We are not responsible for any loss you may incur as a result of our suspension of your access to the Kaddex Services.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Kaddex Services. YOU WAIVE AND HOLD HARMLESS KADDEX AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Reliance on Information Posted

The information presented on or through the Kaddex Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Kaddex Services, or by anyone who may be informed of any of its contents.

Changes to the Kaddex Services

We may update the Kaddex Services from time to time, but its content is not necessarily complete or up-to-date. Any of the material of the Kaddex Services may be out of date at any given time, and we are under no obligation to update such material.

Fees

You agree to pay all fees associated with your use of the Kaddex Services. We reserve the right to adjust our pricing and fees at any time.

Information About You and Your Visits to the Kaddex Services

All information we collect through the Kaddex Services is subject to our Privacy Policy. By using the Kaddex Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Websites and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

The Websites may provide certain social media features that enable you to:

  • Link from your own or certain third-party websites to certain content on the Websites.
  • Send emails or other communications with certain content, or links to certain content, on the Websites.
  • Cause limited portions of content on the Websites to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

  • Establish a link from any website that is not owned by you.
  • Cause the Websites or portions of them to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
  • Link to any part of the Websites other than the homepages.
  • Otherwise take any action with respect to the materials on the Websites that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.
Links from the Kaddex Services; Information Provided by Third Parties
If the Kaddex Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. If you decide to access any of the third-party websites or resources linked to the Kaddex Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites or resources.

The Kaddex Services may include content provided by third parties, including decentralized applications, materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Kaddex, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Kaddex. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third party.

Compliance with Applicable Laws

Access to the Kaddex Services may not be legal by certain persons or in certain countries. If you access the Kaddex Services, you do so on your own initiative and are responsible for compliance with applicable laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or through the Kaddex Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site and/or application for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, HACKS, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE KADDEX SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE KADDEX SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE OR APPLICATION LINKED TO IT.

YOUR USE OF THE KADDEX SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE KADDEX SERVICES IS AT YOUR OWN RISK. THE KADDEX SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE KADDEX SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER KADDEX NOR ANY PERSON ASSOCIATED WITH KADDEX MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE KADDEX SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER KADDEX NOR ANYONE ASSOCIATED WITH KADDEX REPRESENTS OR WARRANTS THAT THE KADDEX SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE KADDEX SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE KADDEX SERVICES OR ANY SERVERS THAT MAKE THEM AVAILABLE ARE OR WILL BE FREE OF VIRUSES, HACK, OR OTHER HARMFUL COMPONENTS OR CYBER-SECURITY ATTACKS, OR THAT THE KADDEX SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE KADDEX SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. NEITHER KADDEX NOR ANY PERSON ASSOCIATED WITH KADDEX MAKES ANY GUARANTEE THAT TRANSFER OF DIGITAL ASSETS WILL BE CONFIRMED BY THE RELEVANT NETWORK.

KADDEX HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL KADDEX, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, OR OTHER REPRESENTATIVES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE KADDEX SERVICES, ANY WEBSITES OR APPLICATIONS LINKED TO THEM, ANY CONTENT ON THE KADDEX SERVICES OR SUCH OTHER WEBSITES OR APPLICATIONS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUCH PARTIES SHALL NOT BE LIABLE FOR ANY ALLEGED LOSS THAT YOU SUFFER FROM A DROP IN DIGITAL ASSET PRICES OR ANY LOSS YOU SUFFER AS A RESULT OF ANY VIRUSES, HACK, OR OTHER HARMFUL COMPONENTS OR CYBER- SECURITY ATTACKS WITH RESPECT TO THE KADDEX SERVICES, AND IN NO EVENT SHALL SUCH PARTIES’ LIABILITY EXCEED THE TOTAL AMOUNT OF FEES PAID TO KADDEX BY YOU IN CONNECTION WITH YOUR USE OF THE KADDEX SERVICES IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IF YOU GRANT PERMISSION TO A THIRD PARTY TO TAKE SPECIFIC ACTIONS ON YOUR BEHALF, THAT DOES NOT RELIEVE YOU OF ANY OF YOUR RESPONSIBILITIES UNDER THESE TERMS OF USE. YOU ARE FULLY RESPONSIBLE FOR ALL ACTS OR OMISSIONS OF ANY THIRD PARTY WITH ACCESS TO YOUR WALLET AND ANY ASSOCIATED ACCOUNT.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless Kaddex, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against, and pay for, any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Kaddex Services, including, but not limited to, your User Contributions (including with respect to any infringement of intellectual property rights of third parties), any use of the Kaddex Services’ content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Kaddex Services.

Further, you acknowledge and agree that you will not hold Kaddex or any of its affiliates responsible for, and will indemnify such parties from, and pay for, any liability arising out of or related to any act or omission of any third party with access to your Wallet or associated account.

Governing Law and Jurisdiction

All matters relating to the Kaddex Services and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, whether in contract, tort, or otherwise), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Kaddex Services shall be instituted exclusively in the United States District Court for the Southern District of New York or in a New York state court sitting in New York County, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue (including any claims of inconvenient forum) in such courts. YOU IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION, OR PROCEEDING ARISING OUT OF, OR RELATED TO, THESE TERMS OF USE OR THE KADDEX SERVICES, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

Arbitration

Notwithstanding anything to the contrary in these Terms of Use, at Kaddex’s sole discretion, it may require you to submit any disputes arising from these Terms of Use or use of the Kaddex Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the applicable rules of the American Arbitration Association applying New York law.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE KADDEX SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by Kaddex of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Kaddex to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or modified to the minimum extent such that the remaining provisions of the Terms of Use (and, to the extent feasible, such provision) will continue in full force and effect.

Assignment

We reserve the right to assign our rights and obligations without restriction, including without limitation to any affiliates or subsidiaries of Kaddex, or to any successor in interest of any business associated with the Kaddex Services. In the event that Kaddex is acquired by or merged with another entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. You may not assign any rights and/or licenses granted under these Terms of Use or otherwise associated with your use of the Kaddex Services. Any attempted transfer or assignment by you in violation hereof shall be null and void. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.

Force Majeure

Without limiting any other provision of these Terms of Use, we shall not be liable for delays, failure in performance, or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to significant market volatility, act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, pandemic, other catastrophe, or any other occurrence which is beyond our reasonable control.

Relationship of the PARTIES

Kaddex is an independent contractor for all purposes. Nothing in these Terms of Use is intended to or shall operate to create a partnership or joint venture between you and Kaddex or authorize you to act as agent of Kaddex.

Entire Agreement

The Terms of Use (for the avoidance of doubt, including all documents incorporated by reference herein) constitute the sole and entire agreement between you and Kaddex regarding the Kaddex Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Kaddex Services.

Your Comments and Concerns

All feedback, comments, requests for technical support, and other communications relating to the Kaddex Services should be directed to: [email protected].