SEROTONIN PLATFORM TERMS OF SERVICE
Last Revised on October 1st, 2023
Welcome to the Terms of Service (these “Terms”) for the website platform.serotonin.co (the “Website”), operated by or on behalf of Serotonin Inc. and Serotonin Holdings LLC (together, “Company, “we” or ‘us””). The Website and any content, tools, features and functionality offered on or through our Website are collectively referred to as the “Services”.
These Terms govern your access to and use of the Services which includes without limitation the receipt of a membership NFT, your use of the software and services provided, your interaction with other users of the Services and any additional digital or physical offerings that may be made available by us in connection therewith. Please read these Terms carefully, as they include important information about your legal rights and obligations. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.
For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, data, information, applications, software, or materials (collectively, “Third-Party Materials”) that Company may make available to you via the Services. Except to the extent that they are preempted by U.S. federal law, the laws of the state of Delaware, excluding conflict-of-laws principles of any jurisdiction, govern these Terms and any Disputes (whether contract, tort, or otherwise) arising out of or relating to these Terms or their subject matter.
In some countries, and for certain people or entities, there may be restrictions related to the Services under applicable export control and sanctions laws and regulations or restrictions on the use of the Services, and therefore the use of the Services may be limited or restricted. See “Restrictions” below for details.
Section 9 contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree (a) to resolve all disputes with us related to the Services through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) to waive your right to participate in class actions, class arbitrations, or representative actions in connection with your use of the Services. You have the right to opt-out of arbitration as explained in Section 9.
1. THE SERVICES AND ELIGIBILITY TO USE THE SERVICES
- 1.1 Services. The Services may allow you to interact with end users, obtain information about upcoming events, participate in community building, among other features that we may build or add at any time at our discretion. We retain the right to remove any your account access at any time and without any requirement of notice or consideration. We use a third-party service providers for compliance and other purposes to make your experience safe. You are solely responsible for any actions taken on the Website and any related third-party website(s) and we shall not be liable for any loss resulting in whole or in part from your use of such. Any issue related to your use of the Services, should be directed to us at platform@serotonin.co.
- 1.2 Additional Features. The Services may allow you to access certain other features, discounts or benefits, that may be made available from time to time to you (collectively, such access and features, the “Additional Features”). For clarity, Company’s inclusion of the Additional Features does not imply or warrant that they will be available at any other time, and Company may cease providing such Additional Features at any time in their sole discretion.
- 1.3 Smart Contracts; Intangible Property. We may offer NFTs or other digital assets created through the use of smart contracts, executable computer code initially maintained on a chain network (“Smart Contracts”). The chain network provides a ledger of all transactions that occur on that network, including transfers of digital assets.
- 1.4 Eligibility. You must be at least 13 years of age or older to use the Services. Children under the age of 13 are not permitted to use the Services. Minors under the age of majority in their jurisdiction but that are at least 13 years of age are only permitted to use the Services if the minor’s parent or guardian accepts these Terms on the minor’s behalf prior to use of the Services. By using the Services, you represent and warrant that you meet this requirement.
2. USER ACCOUNTS.
- 2.1 Safeguarding your Account. To use certain of the Services, you need to have an account created by us or controlled by your private membership security key (“Account”). You agree to provide us with accurate, complete, and updated information for your Account. You are solely responsible for any activity on your Account and Company is not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at platform@serotonin.co if you know or have any reason to suspect that your Account or related NFT has been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. Company may require you to provide additional information and documents regarding your use of the Services, including at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-money laundering, or for counteracting financing of terrorism. Company may also require you to provide additional information and documents in cases where it has reasons to believe that:
- (a) Your Account is being used for illegal money laundering or for any other illegal activity;
- (b) You have concealed or reported false identification information and other details; or
- (c) Transactions effected via your use of the Services were made in breach of these Terms.
3. PAYMENT FOR THE SERVICES
- 3.1 Payment for Services. All paid membership subscriptions for the Services are non-refundable unless otherwise specified in writing from us and we have authority to charge your card on file for recurring membership payments unless you opt-out affirmatively prior to expiration of your existing membership account. All membership subscriptions shall be for the services and access included in that membership tier as described on the Website and/or in these Terms. You acknowledge and agree that all payment information you provide with regards to a purchase is accurate, current and complete. When you purchase any of our Services, you agree to pay the price for such Services as set forth in the applicable listing for the Services, all processing fees and where applicable network fees (including gas fees). We use third party service providers to complete the purchase and handling charges and all applicable taxes in connection with your purchase (the “Full Purchase Amount”). All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. You must pay for your purchase via the currency designated by the Services, whether that be fiat, cryptocurrency or otherwise. In certain cases, your transaction may not be successful due to an error or for compliance reasons. We accept no responsibility or liability to you for any such failed transactions, or any transaction or gas fees that may be incurred by you in connection with such failed transactions. We are not a cryptocurrency or fiat payment processor. We use third party payment processor services to enable you to purchase and or sell the Services. You are solely responsible for any actions taken on such website and we shall not be liable for any loss resulting in whole or in part from such provider.
- 3.2 Promotional Codes. We may offer certain promotional codes, referral codes, discount codes, coupon codes, member discounts or similar offers (“Promotional Codes”) that may be redeemed for discounts on future Services, or other features or benefits related to the Services, subject to any additional terms and restrictions that we establish. You agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by Company, as applicable; (d) may be disabled or have additional conditions applied to them by Company at any time for any reason without liability to Company; (e) may only be used pursuant to the specific terms that Company establishes for such Promotional Code, as applicable; (f) are not valid for cash or other credits or points; and (g) may expire prior to your use.
4. LOCATION OF OUR PRIVACY AND COOKIE POLICY
- 4.1 Privacy and Cookie Policy. Our Privacy and Cookie Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices and your user rights, please visit our Privacy Policy located at serotonin.co/platform-privacy.
5. RIGHTS WE GRANT YOU
- 5.1 License Grants
- (a) Services License. Subject to your compliance with these Terms, Company, hereby grants to you, a personal, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to use the software provided to you as part of the Services, provided that the license for any digital media, artwork, designs, or content that is associated with any of the Services (“Media”) is solely as set forth in Section 5.1(b) below or as otherwise specified. This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms and subject to the use restrictions described herein. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that we, in our sole discretion, may elect to take.
- (b)Advertising. We, our affiliates or our third-party partners may place advertising on the Services, including personalized advertising based on the information you provide us, we collect or we obtain about you. Advertising may sometimes appear near, between, over, or in your content.
- 5.2 Restrictions on Your Use of the Services. You may not do any of the following, unless applicable laws or regulations prohibit these restrictions, or you have written permission from us to do so:
- (a) Duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
- (b) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
- (c) use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services or impersonate a real-person or to engage in multiple transactions via the Services;
- (d) access or use the Services in any manner that could disable, overburden, damage, disrupt, or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same;
- (e) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
- (f) circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Services;
- (g) use any robot, spider, crawlers, or other automatic device, process, software, or queries that intercepts, “mines”, scrapes, or otherwise accesses the Services to monitor, extract, copy, or collect information or date from or through the Services, or engage in any manual process to do the same;
- (h) introduce any viruses, trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful into our systems;
- (i) use the Services for illegal, harassing, unethical, or disruptive purposes;
- (j) violate any applicable law or regulation in connection with your access to or use of the Services; or
- (k) access or use the Services in any way not expressly permitted by these Terms.
6. OWNERSHIP AND CONTENT
- 6.1 Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that Company, and/or our licensors own all right, title and interest in and to the Services and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than your Content), including the right to create derivative works.
- 6.2 Ownership of Trademarks. Company’s name, trademarks, logo, and all related names, logos, product and service names, designs and slogans are trademarks of Company, or their affiliates, service providers, Creators or licensors. Other names, logos, product and service names, designs, and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Company.
- 6.3 Your Content License Grant. In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services (“Your Content”), which you retain your original ownership rights in this content, but also, by using the Services, grant us and our affiliates a personal, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferrable and non-exclusive license to host, store, cache, use, display, reproduce, modify, adapt, edit, publish, analyze, transmit and distribute Your Content. This license is for the purpose of operating, developing, providing, promoting and improving the Services and researching and developing new ones. This license includes a right for us to make Your Content available to, and pass these rights along to, service providers with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services. For all public content you submit that is inherently “public” you grant us, our affiliates, other users of the Services and our business partners an unrestricted, worldwide, royalty-free, irrevocable, and perpetual right and license to create derivative works from, promote, exhibit, broadcast, syndicate, reproduce, distribute, synchronize, overlay graphics and auditory effects on, publicly perform and publicly display all or any portion of Your Content in any form and in any and all media or distribution methods, now known or later developed, for commercial and non-commercial purposes. This license applies to the separate video, image, sound records or musical compositions contained in Your Content, as well as the name, image, likeness and voice of anyone featured in Your Content that you create, upload, post, send, or appear in. This means, among other things, that you will not be entitled to any compensation if Your Content is used by us, our affiliates, users of the Services or our business partners. We withhold the right to access, review, screen and delete any of Your Content at any time and for any reason, including if we think your content violates these Terms or any applicable laws. You, alone, though, remain responsible for Your Content that you create, upload, post, send or store through the Services. As part of the foregoing license grant you agree that the other users of the Services shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify, or include a copy of Your Content as part of their own use of the Services; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the Services. By posting or submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power, and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.
- 6.4 Notice of Infringement-DMA Policy
- If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:
- (a) identification of the copyrighted work that is claimed to be infringed;
- (b) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Services;
- (c) information for our copyright agent to contact you, such as an address, telephone number, and e-mail address;
- (d) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
- (e) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
- (f) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.
Notices of copyright infringement claims should be sent by mail to 600 N. Broad Street, Suite 5, #268, Middletown, DE 19709 Attn: General Counsel or by e-mail to platform@serotonin.co. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the use of Services of users who repeatedly infringe copyrights or intellectual property rights of others.
Any user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.
7. THIRD PARTY SERVICES AND MATERIALS
- 7.1 Use of Third-Party Materials in the Services. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third-party websites (such as Twitter, Discord, Privacy Policies and Terms of Service). By using the Services, you acknowledge and agree that Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.
- 7.2 We may partner with other companies (“Third-Party Partners”) to successfully provide you with some of the Services. In order to accomplish the aforementioned, we may need to share your Personal Information with the applicable Third-Party Partners so they can meet their legal and regulatory obligations. We may use Third-Party Partners to collect, capture biometric data to provide you with the Services, to avoid fraudulent and or illegal activities and to be compliant with AML, KYC regulations and other applicable laws. For more information, please read our Privacy Policy
8. DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION
- 8.1 Disclaimers. Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Company, our parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners, service providers and licensors (the “the Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) the operation or compatibility with any other application or any particular system or device; (c) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (d) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Services. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein.
- 8.2 In some instances, the Services may include experiences, special access or other exclusive content or special goods (collectively the “Experience”). This Experience may be provided directly to you from one of our partners or members of the community. We do not plan, host, operate, fulfil, endorse, any Experience unless provided expressly and directly by us. We do not guarantee any Experience and you agree that you will hold the party providing the experience responsible for any transaction or Experience provided by them. For some Experiences, there may be incidental costs and expenses such as fees for shipping, travel, food or lodging which you are responsible for unless otherwise expressly stated by us.
- 8.3 Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES, SUBSIDIARIES, AFFILIATES AND LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTIES (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES (WHETER INCURRED DIRECTLY OR INDIRECTLY), ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE COMPANY ENTITIES ARE NOT LIABLE FOR YOUR CONTENT POSTED ON THE SERVICES. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- YOU ALSO UNDERSTAND AND AGREE THAT THE COMPANY ENTITIES,OUR PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- THIS LIMITATION OF LIABILITY SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THESE TERMS.
- IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMERS” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
- 8.4 Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your access to or use of the Services; (d) Your Content, or (e) your negligence or wilful misconduct.
9. ARBITRATION AND CLASS ACTION WAIVER
- 9.1 Informal Process First. You agree that in the event of any dispute between you and the Company Entities, you will first contact Company and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
- 9.2 Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of Company’s services and/or products, including the Services, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Any arbitration will be conducted in the English language and the seat of the arbitration shall be New York City, New York. Notwithstanding the foregoing, you and Company will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
- 9.3 Waiver of Class Actions and Class Arbitrations. You and Company agree that each party may bring Claims against the other party only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, including without limitation federal or state class actions, or class arbitrations. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and Company agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties.
- 9.4 Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. You are responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses.
- 9.5 Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to platform@serotonin.co. The notice must be sent to Company within thirty (30) days of your registering to use the Services or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, Company also will not be bound by them.
10. ADDITIONAL INFORMATION
- 10.1 Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail, and/or by placing a prominent notice on the first page of the Website, and/or by implementing a mandatory click-through process. In the event we implement mandatory click-through process for any material changes to these Terms, by clicking, you agree and acknowledge you have read the changes and acceptance of the modified Terms will become effective. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access, use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
- 10.2 Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by Company will terminate automatically. Additionally, Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, or termination of your access to the Services for any reason, Company may, but is not obligated to, delete any of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by Company or you. Termination will not limit any of Company’s other rights or remedies at law or in equity.
- 10.3 Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to Company for which monetary damages would not be an adequate remedy and Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
- 10.4 California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
- 10.5 No Professional Advice. Any information provided by or on behalf of us through the Website (including these Terms) is for informational purposes only and should not be construed as professional, accounting, tax or legal advice. You should not take or refrain from taking any action in reliance on any information contained in these Terms or on any information provided by or on behalf of us through the Website.
- 10.6 No Waivers. No failure or delay on our part or on the part of us in the exercise of any power, right, privilege or remedy under these 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. We shall not be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these 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 us, and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.
- 10.7 Certain Restrictions. We are not permitted to engage in any transactions with any person, entity, or country prohibited by any applicable export control and sanctions laws and regulations of the United States and any other applicable governmental authority, including without limitation, the U.S. Export Administration Regulations and U.S. sanctions regulations (“Export Control and Sanctions Laws”), including, without limitation, the prohibition against transactions with: (i) a national or resident of any country subject to U.S. sanctions or similar restrictions, or (ii) anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or other sanctions lists. You will not be permitted to use the Services or take certain actions if we learn that such action would be in breach of Export Control and Sanctions Laws.
- 10.8 Force Majeure. Company will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Services, including operating the Website, when and to the extent such failure or delay is caused by or results from any events beyond our ability to control, including acts of God, flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.
- 10.9 Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by Company but may not be assigned by you without the prior express written consent of Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth herein, or if arbitration does not apply, then the state and federal courts located in New York. You and Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
- 10.10 How to Contact Us. You may contact us regarding the Services or these Terms by e-mail at platform@serotonin.co.