Please read these terms and conditions that follow ("Terms") carefully as they form a contract between you and First Answer Pte Ltd (“First Answer”, “Liminal” “we”, “our” or “us”). These Terms govern your access and use of our Services. “Services” refers individually and collectively to the Liminal website, Liminal platform, APIs, mobile applications (each, an “App”), and any software services provided by Liminal, as well as all written or electronic materials including software, data, text, audio, video, images, photos, graphics, or other content (“Content”). These Terms refer to the individual or entity using the Service (including any component of the Service) as “you” or “your”.By accepting these Terms electronically (for example, clicking “I Agree”), accessing or using the Services, purchasing Services, registering for an account with us, executing these Terms, or accepting an Order that references these Terms, you are accepting and agreeing to these Terms and the policies and guidelines referenced in these Terms. If you do not agree to these Terms then you may not use the Services.
We will notify you of amendments to these Terms by either: (a) posting the revised terms on our website; (b) sending you an email notification to the email address that you provided to us as part of your account registration, or a notification via SMS or other messaging service; or (c) presenting the revised Terms to you when you log into the Services. It is your responsibility to provide and update your external email address, check for such notices, and make sure our notices have not been trapped by your spam filter. It is your responsibility to periodically revisit these Terms as posted on our website. The such updated Terms will become effective the earlier of: (a) when you accept it online or offline, (b) twenty (20) days after we post or email the update, in which case your continued use of any of the Services or failure to cancel your account will indicate your acceptance of the amendment.
THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, RATHER THAN JURY TRIALS OR ON RESOLUTION BY CLASS ACTION, AS FURTHER DESCRIBED IN SECTION 7.
1.1 Provision of Liminal Platform
Subject to the terms and conditions of this Agreement, Liminal hereby grants Customer and its registered employees and contractors (“Users”) a non- exclusive, non-sublicensable, non-transferable license to use and access the Services. The Services are subject to modification from time to time at Liminal’s sole discretion, provided the modifications do not materially diminish the functionality of the Services provided by Liminal.
1.2 Digital Asset Protocols and Network Fees.Liminal does not own or control the underlying software protocols which govern the operation of Digital Currencies. Digital Asset protocols are subject to changes in protocol rules (referred to as “forks”), and such forks may materially affect the value, function, or name of the Digital Asset. You acknowledge and agree (i) that Liminal is not responsible for operation of the underlying Digital Asset protocols and that Liminal makes no guarantee of their functionality, security, or availability; and (ii) if a fork occurs, Liminal may temporarily suspend the Services relating to the Digital Asset affected, and Liminal may decide not to support the forked protocol entirely or may configure its Services to enable you to transfer the affected Digital Asset.
1.3 Managing Your Keys.At all times, you control majority of the private keys for a Digital Asset wallet provided by the Service. You are solely responsible for maintaining the security of these private keys. If you appoint a third party to control one or more of your private key(s), whether or not such appointment is made through the Service (e.g., through a key recovery service), Liminal is not responsible for the actions or omissions of such third party. Control of these keys will allow such third party to transfer all of your Digital Assets from your wallets and you may never regain those Digital Assets.
1.4 Wallets and Digital Assets.
Your wallets and your Digital Assets are your responsibility. Liminal cannot cause transactions transferring Digital Assets from your wallets except in conjunction with a request or instruction through the Service by you or someone holding your private keys. You may need majority of the private keys not controlled by Liminal to initiate transfer of Digital Assets.
1.5 Passwords and Security.
You are responsible for maintaining adequate security and control of any and all log in IDs, passwords, private keys, personal identification numbers (PINs), and any other codes that you use to access the Service. You will be solely responsible for the private keys that we provide to you or that you generate for our wallets, and maintaining secure back-ups. You will prevent unauthorized access to or use of the Services using your account credentials or private keys, and notify us promptly of any such unauthorized access or use. You must keep your account ID, passwords and any other account credentials confidential and not authorize any third party to access or use the Service on your behalf, unless we provide an approved mechanism for such use. You will notify us at [email protected] of any security breach of your account, system or network as soon as possible. You will cooperate with us in the investigation of any suspected unauthorized access to or use of the Services using your account credentials or private keys, and any security breach of your account, system, or network, and provide us with the results of any third-party forensic investigation that you undertake. You will be responsible, and Liminal will have no liability, for all activity that takes place with your Liminal Service account accessed using your account credentials, whether or not authorized by you.
1.6 Identity Authentication.
You must be at least 18 years old, or such higher age required by applicable law, to register for a Liminal Service account. You will provide Liminal and its affiliates with accurate, current, and complete information about yourself as prompted by the registration process or as Liminal may, from time to time request, and keep such information updated. You authorize Liminal to make such inquiries that it considers necessary to validate your identity and you agree that Liminal may do so using third party service providers.
1.7 Non- Liminal Applications.
The Services may contain features designed to interoperate with a third party service, program, website or Content that is provided, owned or licensed by you or a third party (“Non- Liminal Application”). To use such features, you must procure Non- Liminal Applications from the providers of such Non- Liminal Applications, and may be required to grant us access to your account on the Non- Liminal Applications. If you enable a Non- Liminal Application for use with the Services, you grant us permission to allow the provider of that Non- Liminal Application to access your information and End User Data as required for the interoperation of that Non- Liminal Application with the Services. We are not responsible for any disclosure, modification or deletion of Content or End User Data resulting from access by a Non- Liminal Application. If the provider of a Non- Liminal Application ceases to make the Non- Liminal Application available for interoperation with the corresponding Services features on reasonable terms, we may cease providing those Services features without entitling you to any refund, credit, or other compensation.
1.8 Third Party Services.In connection with your use of the Services, you may be made aware of or offered services, Content, features, products, Non- Liminal Applications, offers and promotions provided by third parties (individually and collectively, “Third Party Services”). We may make Third Party Services available to you. However, our inclusion or promotion of Third Party Services does not reflect a sponsorship, endorsement, approval, investigation, verification, certification or monitoring of such Third Party Services by Liminal. Your acquisition of Third Party Services, and any exchange of data between you and any non- Liminal provider, is solely between you and such provider. Liminal does not warrant Third Party Services in any way. Under no circumstances will we have any liability for Third Party Services. Use Third Party Services at your own risk, and under terms and conditions between you and the provider of Third Party Services that are different than the provisions of these Terms.
Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for Taxes assessable against us based on our income, property and employees (“Liminal Taxes”). If applicable law requires you to withhold Liminal Taxes from your payment(s) to Liminal, you will provide reasonable assistance to Liminal in connection with such Liminal Taxes by: (a) promptly providing Liminal with valid tax receipts and other required documentation evidencing your payment of such Liminal Taxes; and (ii) assisting Liminal in filing applications to reduce such Liminal Taxes.
You acknowledge that using Digital Assets, their networks and protocols, involves serious risks. It is your duty to learn about all the risks involved with Digital Assets, their protocols and networks. There are many, and describing these risks could fill chapters of a book. For example, the value of Digital Assets can change rapidly, increase or decrease unexpectedly, and potentially even fall to zero. For example, a bitcoin transaction may be unconfirmed for a period of time (usually less than one hour, but up to one day or longer) and may be never complete if it remains in a pending state. Further, if you send ERC 20 tokens to your ether wallet that does not support ERC 20 tokens, your tokens will be lost entirely and will not be recoverable. Even if Liminal alerts you to some of the risks involved with Digital Assets, their protocols and networks, Liminal has no responsibility to alert you to all these risks. Liminal has no control over, and makes no representations regarding the value of Digital Assets, or the security of their networks or protocols.
2.2 Account Communications.
We may send you emails regarding the Service including notices, updates, and amended Terms. We may also send you emails with promotional information and materials regarding Liminal 's products and services that you may unsubscribe from by following instructions provided in the email.
2.3 Suspension and Termination.
We reserve the right to temporarily suspend or terminate your access to the Service at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Service for: (a) the actual or suspected violation of these Terms; (b) the use of the Service in a manner that may cause Liminal to have legal liability or disrupt others' use of the Service, and; (c) scheduled downtime and recurring downtime, or unplanned technical problems and outages.
2.4 Unacceptable Use.
2.5 Product Updates.
Liminal may, in its sole discretion, make unscheduled deployments of changes, updates or enhancements to the Service at any time. We may add or remove functionalities or features, and we may discontinue the Service altogether. Depending on your device settings, we may automatically check your version of the App, and automatically download to your device new versions of the App.2.6 License and Restrictions.Liminal grants you a personal, non-transferable, non-exclusive license to use the Service as provided to you by Liminal. This license is conditioned upon and restricted by the terms and conditions in these Terms. Further, this license is for personal and non-commercial use. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Service, or any part thereof, except (and solely) to the extent permitted by applicable law. You may not assign (or grant a sub-license of) your rights to use the Service, grant an interest in or over your rights to use the Service, or otherwise transfer any part of your rights under these Terms. If Liminal provided you access to any of the Service (for example, a mobile app) in return for a fee, this license is conditioned on your payment of the fees due. These Terms do not grant to you any license or permission to copy, distribute, modify or otherwise use any application programming interface, notwithstanding any provision to the contrary. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms. All rights not explicitly granted to you under these Terms are reserved by Liminal.
2.7 Liminal Trademarks and Feedback.
Liminal grants you no license or consent to use or display or use in any manner Liminal’s trademarks, service marks, logos or slogans. In the event that you provide comments, suggestions and recommendations to us with respect to the Services (including modifications, enhancements, improvements or suggested changes to the Services, or any feature or function of the Services) (collectively, "Feedback"), you hereby grant us and our affiliates a universe-wide, royalty free, irrevocable, perpetual license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, publicly perform and otherwise exploit such Feedback without restriction, including in connection with the Services and any updates, extensions or successive versions of the Services.
You agree to indemnify and hold Liminal and its subsidiaries, affiliates, officers, agents, employees, partners, suppliers, and licensors harmless from any claim, action, investigation or demand, including reasonable attorneys' fees, arising out of or relating to: (a) User Content; (b) use of the Service by you or under your account; or (c) your violation of these Terms or of any third party rights. Liminal will use commercially reasonable efforts to notify you of any such claim, action, investigation or demand that is subject to your indemnification obligation.
6.1 IN NO EVENT WILL LIMINAL, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, LOSS OF DIGITAL ASSETS, OR USER CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF ANY OF THE FOREGOING PARTIES HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
6.2 IN NO EVENT WILL THE AGGREGATE LIABILITY OF LIMINAL, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARTNERS, SUPPLIERS, AND LICENSORS LIABILITY ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF: (A) $50, OR (B) THE AMOUNT PAID, IF ANY, BY YOU TO LIMINAL FOR THE SERVICE IN THE THREE MONTHS BEFORE YOUR CLAIM AROSE. THE FOREGOING LIMITATION APPLIES UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE.
6.3 THESE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.
6.4 Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages. To the extent that you reside in a jurisdiction where applicable law does not permit Liminal to limit its liability to the extent set forth in Section 7.1, 7.2 or 7.3, then such limitations may not apply to you.
No Warranties.ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK. LIMINAL PROVIDES THE SERVICE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIMINAL MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION: (A) ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED; (B) ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; OR (C) ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. LIMINAL MAKES NO WARRANTY OR REPRESENTATION AND DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR: (I) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES OR ANY CONTENT; (II) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICE OR ANY CONTENT; (III) THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICE; AND (IV) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LIMINAL, ITS AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, OR LICENSORS (COLLECTIVELY, “RELEASED ENTITIES”), OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION.
7.1 YOU AND LIMINAL AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY OF THE SERVICES (INCLUDING THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THESE TERMS TO ARBITRATE) SHALL BE DETERMINED BY BINDING ARBITRATION INSTEAD OF IN COURTS OF GENERAL JURISDICTION. The language to be used in the arbitral proceedings will be English. You agree that you and Liminal are each waiving the right to a trial by jury and to participate in a class action. This arbitration provision shall survive any termination of other terms.
7.2 The arbitrator shall not have the power to award damages that are limited or waived by these Terms (such as punitive damages, treble damages, or any other damages which are not compensatory), to the extent such limitation or waiver is permitted under applicable law, and the parties waive any right to recover any such damages. Further, the arbitrator shall have no power to issue any award that is contrary to or inconsistent with any applicable statute, case law or constitutional law, to modify, change or excuse performance of any material term of these Terms, or to award equitable relief. The arbitration proceedings and decision of the arbitrator shall be kept confidential (and may not be disclosed) by the parties or the arbitrator, except to the extent necessary to compel any award made by the arbitrator.
7.3 The arbitration hearings will take place in Singapore.
7.4 YOU AND LIMINAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Liminal agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.
7.5 Notwithstanding any other provision in this Section 7 to the contrary, either party will at all times be entitled to seek and obtain injunctive relief from infringement or threatened infringement of its intellectual property rights, or misappropriation of its trade secrets, in any court having jurisdiction. Each party agrees that notice of arbitration may be serviced by written notice as provided by Section 10.1.
These Terms shall be governed by, subject to, and interpreted in accordance with the laws of the Singapore, each without regard to conflict of laws principles. The parties agree that these Terms and the transactions contemplated therein shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If arbitration cannot be compelled under Section 7, then the parties (a) hereby irrevocably consent to the jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Singapore for the purposes of adjudicating any action or proceeding to enforce these Terms, and (b) each party waives, to the fullest extent permitted by law, any objection that it may now or later have to such venue and any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
If you believe that your Content has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify Liminal’s Copyright Agent by written communication (by email with an attached and signed PDF or by fax) that sets forth the items specified below:fully describe such item, and provide the exact location of the material, such as the permanent URL for the web page containing the material.your full name, email address, telephone number, and full physical address.proof of copyright in the Content concerned, a detailed description of where the work was created, by whom, who or what the subject of the image is, and evidence to support your claim that you own the copyright.Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”Sign, scan and email the document to [email protected] Alternately, sign the document and either fax or mail it to the address found at the end of these Terms. Please make sure that your spam filter does not block our response.Our address for infringement notices: First Answer Pte Ltd, 30 Cecil Street, #19-08 Prudential Tower, Singapore 049712 [email protected]
9.1. Representations. Each Party warrants that: (a) It has the power and authority, and has taken all corporate action required (if applicable), to enter into and fully perform this TERMS OF SERVICE, and its entry into and performance of this TERMS OF SERVICE do not and will not violate any TERMS OF SERVICE to which it is bound; and (b) it will comply with all applicable laws, rules, regulations, and ordinances in its performance of this TERMS OF SERVICE.
9.2. First Answer's Representations. First Answer further warrants that: (a) the Service will perform materially in accordance with the applicable documentation; and (b) the Service and the use of the Service will not introduce any malicious code into Licensee’s systems. In case of failure to the above warranties, Licensee will immediately notify First Answer of such failure, and First Answer will make commercially reasonable efforts to repair or replace the non-conforming Service.
9.3. Licensee’s Representations. Licensee further represents and warrants and shall ensure that its digital assets activities comply with all applicable laws and regulations, including but not limited to consumer protection, e-money licenses, anti-bribery, anti-corruption, money laundering, or terrorist financing laws and regulations.
9.4. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICE AND THE SERVICES PROVIDED BY FIRST ANSWER TO LICENSEE ARE PROVIDED “AS IS” AND FIRST ANSWER AND ITS SUPPLIERS, IF ANY, MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE, AND SPECIFICALLY DISCLAIM THE WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT POSSIBLE BY LAW. FIRST ANSWER DOES NOT WARRANT THAT THE SERVICE WILL MEET LICENSEE’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.
9.5. MALICIOUS CODE. FIRST ANSWER HAS NO RESPONSIBILITY FOR ANY DAMAGE RESULTING FROM (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO LICENSEE’S ACCOUNT) AND THE WARRANTY DOES NOT APPLY TO ANY SECURITY BREACH RESULTING FROM: (i) ANY MODIFICATIONS OR ALTERATION OF THE SERVICE ITS FUNCTIONALITY OR CAPABILITIES THAT IS NOT MADE BY FIRST ANSWER OR ITS AGENTS; AND/OR (ii) BY MALICIOUS CODE, MALWARE, BOTS, WORMS, TROJANS,BACKDOORS, EXPLOITS, CHEATS, FRAUD, HACKS, HIDDEN DIAGNOSTICS, OR OTHER MECHANISMS TO DISABLE SECURITY OR CONTENT PROTECTION THAT IS RESULTING FROM LICENSEE’S NETWORK OR SYSTEM.
9.6. Additional Disclaimers. First Answer cannot warrant and does not warrant that the content available on the Service is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the content, or any part thereof without the requirement of giving Licensee any notice prior to or after making such changes to the content. Notwithstanding any of the foregoing, in the event that the Service does not accomplish a transaction or any other error that may happen First Answer is not responsible for any claim, liability, expenses, losses, costs, and/or claims.
9.7 Smart Contracts. Liminal uses Gnosis Safe for creating multi-signature wallets for Ethereum and ERC-20 tokens. Gnosis Safe is a reputed, well established, industry accepted and widely used smart contract for creating multi-signature wallets. These multi-signature wallets are smart contracts deployed on the Ethereum blockchain and like any other smart contract, they are susceptible to getting hacked or be exposed to other vulnerabilities which is beyond the control of Liminal. In such a scenario, there is a possibility that the funds managed by these smart contracts may get lost permanently and the Licensee may not be able to access these funds resulting in a total loss. Licensee understands that Liminal cannot be held liable for these losses as this is beyond the control of Liminal. Licensee understands this risk and expressly acknowledges that Licensee cannot and will not hold Liminal responsible for any such events and losses.
10.1. First Answer agrees to defend, at its expense, any third party action or suit brought against the Licensee alleging that the Liminal Vault Wallet Service, when used as permitted under this TERMS OF SERVICE, infringes intellectual property rights of a third party (“IP Infringement Claim”); and First Answer will pay any damages awarded in a final judgment against the Licensee that are attributable to any such claim, provided that (i) the Licensee promptly notifies First Answer in writing of such claim; and (ii) the Licensee grants First Answer the sole authority to handle the defence or settlement of any such claim and provides First Answer with all reasonable information and assistance, at First Answer's expense. First Answer will not be bound by any settlement that the Licensee enters into without First Answer's prior written consent.
10.2. Notwithstanding the foregoing, First Answer shall have no responsibility for IP Infringement Claims resulting from or based on: (i) modifications to the Service made by a party other than First Answer or its designee; (ii) Licensee's failure to implement software updates provided by First Answer specifically to avoid infringement; or (iii) combination or use of the Service with equipment, devices or software not supported by First Answer or not in accordance with the Documentation (each shall be referred as “Other Claim”).
10.3. If the Service becomes, or in First Answer's opinion is likely to become, the subject of an IP Infringement Claim, then First Answer may, at its sole discretion: (a) procure for Licensee the right to continue using the Service; (b) replace or modify the Service to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite FirstAnswer's reasonable efforts, then First Answer may terminate this TERMS OF SERVICE and in such event accept return of the affected Service and provide a refund for any amount pre-paid by Licensee for such returned Service for the remaining unused period of the license.
10.4. Licensee will defend, indemnify, and hold harmless First Answer and its officers, directors and employees (“First Answer Indemnitees”) from and against any Claims against First Answer Indemnitees, to the extent based upon Other Claims.10.5. This Section states First Answer's entire liability, and Licensee’s exclusive remedy, for claims of alleged or actual infringement.
EXCEPT FOR ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, AND/OR LICENSEE'S MISAPPROPRIATION OR OTHERWISE VIOLATION OF FIRST ANSWER'S INTELLECTUAL PROPERTY RIGHTS (INCLUDING MISUSE OF THE LICENSE GRANTED HEREUNDER) AND/OR IP INFRINGEMENT CLAIM AS PER CLAUSE 10.1; NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, OR PROFITS, DATA, OR DATA USE.EXCEPT FOR THE FIRST ANSWER'S INDEMNIFICATION OBLIGATION UNDER SECTION 9, ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, AND/OR DAMAGES RESULTING FROM LICENSEE’S MISAPPROPRIATION OR OTHERWISE VIOLATION OF FIRST ANSWER'S INTELLECTUAL PROPERTY RIGHTS (INCLUDING MISUSE OF THE LICENSE GRANTED HEREUNDER); EITHER PARTY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS TERMS OF SERVICE, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO FIRST ANSWER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. FOR CLARITY, THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO PAYMENTS DUE TO FIRST ANSWER'S UNDER THIS TERMS OF SERVICE.
Licensee may have access to certain non-public and/or proprietary information of Liminal, in any form or media, including without limitation trade secrets and other information related to the Services, software, technology, data, knowhow, or business of Liminal, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). The Documentation shall be considered as Confidential Information hereunder. Licensee shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect Liminal’s Confidential Information from disclosure to a third party. The Licensee’s obligations under this Section, with respect to any Confidential Information of the Licensor, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the Licensee at the time of disclosure by theLicensor; (b) was disclosed to the Licensee by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Licensee has become, generally available to the public; or (d) was independently developed by the Licensee without access to, or use of, the Licensor’s Confidential Information. Licensee shall not use or disclose the Confidential Information of the Licensor except for performance of its obligations under this TERMS OF SERVICE. The Licensee shall only permit access to the Licensor's Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure TERMS OF SERVICE with the Licensee containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the Licensee at least as restrictive as the terms set forth herein. The Licensee will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that it notifies the Licensor of such required disclosure to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Upon any termination of this TERMS OF SERVICE, Licensee shall return to the Licensor all confidential information of the Licensor, and all copies thereof, in the possession, custody or control of the Licensee unless otherwise expressly provided in this TERMS OF SERVICE. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the Licensor.
13.1 Liminal may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services.Any fees paid hereunder are non-refundable. All provisions of this TERMS OF SERVICE which by their nature should survive termination shall survive termination as mentioned in clause 13.2 below.
13.2. Survival. All provisions of this TERMS OF SERVICE which may reasonably be interpreted or construed as surviving the expiration or termination of this TERMS OF SERVICE including, but not limited to, Sections 2 (License Restrictions), 3 (Proprietary Rights), 4 (Licensee Data), 9 (Limited Warranties; Disclaimer of Warranties), 10 (Intellectual Property Indemnity), 11 (Limitation of Liability), 12 (Confidential Information), this Section 13.2 (Survival) and 16 (Miscellaneous) shall survive any expiration or termination of this TERMS OF SERVICE.
We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
15.1. These Terms of Service shall be governed by and construed under the laws of the State of Singapore, without reference to principles and laws relating to the conflict of laws. The competent courts located in Singapore shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to these Terms of Service.
15.2. Notwithstanding anything to the contrary, we may seek injunctive relief or other relief necessary to prevent or restrain a breach of these Terms of Service in any jurisdiction.Miscellaneous16.1. Entire TERMS OF SERVICE. These Terms of Service represent the complete Terms of Service concerning the subject matter hereof, and supersedes any prior or contemporaneous Terms of Service between the parties with respect to the subject of this Terms of Service. The Terms of Service may be amended by Liminal as and when required. Liminal shall inform the Licensee about the updated Terms of Service via email or by a notification in the site or any such similar means. If any provision of these Terms of Service shall be declared invalid, illegal or unenforceable, then such provision shall be deemed modified or excluded to the extent necessary so that it is no longer invalid, in violation of law or unenforceable and all remaining provisions shall continue in full force and effect.
16.1. Entire TERMS OF SERVICE. These Terms of Service represent the complete Terms of Service concerning the subject matter hereof, and supersedes any prior or contemporaneous Terms of Service between the parties with respect to the subject of this Terms of Service. The Terms of Service may be amended by Liminal as and when required. Liminal shall inform the Licensee about the updated Terms of Service via email or by a notification in the site or any such similar means. If any provision of these Terms of Service shall be declared invalid, illegal or unenforceable, then such provision shall be deemed modified or excluded to the extent necessary so that it is no longer invalid, in violation of law or unenforceable and all remaining provisions shall continue in full force and effect.
16.2. Relationship of the Parties. These Terms of Service do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee or agency relationship between the Parties.
16.3. Waiver. Any failure by a party to require compliance by the other party with any of the terms, provisions, warranties, covenants or conditions of these Terms of Service will in no way affect such party’s right to enforce the same, nor will any waiver by a party of any breach of any term, provision, warranty, covenant or condition of this Terms of Service constitute a waiver of any succeeding breach.
16.4. Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.16.5 Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to [email protected]
V1.0 – Effective Date: 27-Jul-2021
V1.1 – Effective Date: 09-Aug-2021