The websites located at https://www.neukind.com and https://app.neukind.com, including their translations into various languages (collectively the “Site”), are copyrighted works belonging to Neukind KK (“Neukind”, “us”, “our”, and “we”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features.
- Account Creation. In order to use many of the Services, you must register an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site.
- Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. For example, if you allow other persons to access your account (“End Users”), you are responsible for the actions of these End Users and any breach of these Terms by such End Users will be treated as if you had breached these Terms. You agree to immediately notify Neukind of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Neukind cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
Account Disputes. In the event that you and another person have a dispute over ownership of an Account, we may, at any time, at our sole discretion, with or without notice to you, determine the rightful owner of the Account. Our decision is final and we may transfer the Account to whoever we determine is the rightful owner. In the event we cannot determine, at our sole discretion, the rightful owner of an Account, we may suspend or delete the Account. You agree that Neukind will not be liable to you or to any third party for our exercise of the rights described in this Section.
- User Content
- License to User Content. Your User Content stays yours. However, you hereby grant to Neukind an irrevocable, nonexclusive, perpetual, sublicensable, fully transferable, royalty-free and fully paid, worldwide license to host, process, store (including through the use of decentralized storage services), modify, reproduce, distribute, translate, adapt, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, solely for the purpose of providing, improving, and promoting the Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
- Your Responsibilities and Your Risks
- You Are Solely Responsible for Your User Content. You understand and expressly agree to assume all risks associated with the use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You understand and expressly agree to assume any and all risks that User Content could lead to the injury of yourself or another person. Neukind is not obligated to back up any User Content, and your User Content may be deleted at any time without prior notice. You may not represent or imply to others that your User Content is in any way endorsed by Neukind.
- You Are Solely Responsible for Your Nodes and End Users. You understand, and expressly agree that: (a) Your Nodes and your End Users are solely your responsibility; (b) you are solely responsible for any loss to crypto assets that you have staked, or otherwise stored (in any medium, including a wallet) for any reason, including due to the action of unauthorized third parties who gain access to your Account or User Content; and (c) you are solely responsible for complying with any laws or regulations that apply in any way to Your Nodes and to your End Users. Neukind is not obligated to back up Your Nodes or User Content, and Your Nodes or User Content may be deleted at any time without prior notice. You may not represent or imply to others that Your Nodes or User Content are in any way endorsed by Neukind.
- You Must Comply with Our Acceptable Use Policy. You must comply with our Acceptable Use Policy, which can be found in these Terms at Section 4. Please review the policy carefully as you must comply with it at all times, and you represent and warrant that your User Content and use of the Services complies with our Acceptable Use Policy.
- You Must Follow the Law. You represent and warrant that your use of the Services is, and will be, in compliance with all applicable laws or regulations.
- Acceptable Use Policy
The following terms constitute our “Acceptable Use Policy”:
- You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content: (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or includes physical harm of any kind against any group or individual, or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations, or restrictions imposed by any third party.
- In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services, including the Site, any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; (vii) rewrite blockchain history or conduct (or participate in) double-spending attacks; or (viii) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).
- Changes to the Acceptable Use Policy. We may modify our Acceptable Use Policy from time to time, at our sole discretion.
Protocols; Third-Party Service Providers; Other Users
- Protocols. The Services enable you to select a variety of different protocols when launching Your Nodes. The protocols themselves, however, are in no way endorsed or governed by these Terms. We are in no way liable for how you integrate protocols into Your Nodes or any other Services that we offer to you. In the event we list any protocols when providing you with the Services, such listing shall not be deemed as endorsing, promoting, certifying, creating any partnership with, or creating any warranty in regard to, any protocol.
- Restriction of Access to Third Party Service Providers and Protocols. We may at any time, for any reason, at our sole discretion, with or without notice to you, restrict, remove, suspend, or disable your access to any, or all, Third Party Service Providers or protocols. We are not liable for any such restriction, removal, suspension, or disabling, including without limitation, for loss of data, goodwill, revenue, profits, business disruption, costs or expenses, or other losses, whether tangible or intangible.
- Intellectual Property Rights
- We Own Neukind. Excluding any User Content that you may provide, you understand and expressly agree that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services are owned by Neukind or Neukind’s suppliers. Neither these Terms nor your access to the Services, or others’ User Content, transfers to you or any third party any rights, title or interest in or to such intellectual property rights. Neukind and its suppliers reserve all rights not granted in these Terms.
- Feedback. If you provide Neukind with any feedback or suggestions regarding the Site or the Services (“Feedback”), you hereby assign to Neukind all rights in such Feedback and agree that Neukind shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Neukind will treat any Feedback you provide to Neukind as non-confidential and non-proprietary. You agree that you will not submit to Neukind any information or ideas that you consider to be confidential or proprietary.
- Our Rights. Neukind reserves the following rights, which we may exercise at any time, at our sole discretion, in whole or in part, with or without notice to you: (a) we may modify, suspend, or discontinue the Services; (b) we may alter or change the Services, how they can be used, and their functionality; (c) we may suspend, restrict, disable, or even terminate your access to, and use of, the Services; and (d) we may suspend, restrict, disable, or even terminate access to your Account or Your Nodes. You agree that Neukind will not be liable to you or to any third party for our exercise of the rights described in this Section.
- Enforcement. Neukind reserves the right (but has no obligation) to review any User Content, and to investigate and/or take appropriate action against you at our sole discretion. Such action may include removing or modifying your User Content or Your Nodes, terminating your Account, and/or reporting you to law enforcement authorities.
- Compliance with Privacy Laws. When using the Services, including when you create Your Nodes, you understand and expressly agree that you are solely responsible for complying with applicable data protection, security and privacy laws and regulations. Such laws and regulations may include the European Union’s General Data Protection Regulation and its e-Privacy Directive. You further represent and warrant that you will comply with all applicable protection, security and privacy laws and regulations.
- Paid Services and Payments
- Paid Services. You may from time to time access or use certain Services that we offer by making a fee payment (“Paid Services”). For example, when choosing to create Your Nodes using a given protocol, you must pay us, either on a monthly or yearly basis, a certain amount. The term of any Paid Services will continue in effect until they are canceled or terminated in accordance with the Terms. We will inform you about the applicable fees for any Paid Services before you are charged for them. You may cancel Paid Services through the Services. In the event you don’t pay for any Paid Services on time, we may suspend or cancel your access to the Paid Services. We’ll also tell you about any additional fees that may pertain to Paid Services before you are charged for them. All fees for Paid Services will appear via our current payment processor, unless otherwise indicated. Our current payment processor is Stripe.
- Automatic Renewal. We will automatically bill you for certain Paid Services from the date you submit your initial payment, and thereafter during each renewal period, until you expressly cancel such Paid Services. Each renewal period will be for a period of time equal to the initial term. Unless we provide notice of a fee increase, the fees payable for each renewal period will also be equal to those payable for the initial term. For example, if you’re on a monthly subscription plan, such plan will automatically renew for a period of one month. We will bill you for such plan using whatever payment method you have on file with us, and you expressly authorize us to do this. For further clarity, consider in the event that you elect to create Your Nodes using Ethereum 2.0: we will bill you for the initial month (if you select monthly billing), and then for each month thereafter (until you cancel), for such service using whatever payment method you used during the initial month.
- Taxes. All fees are exclusive of taxes of any kind. You are solely responsible for the payment of all taxes, and we will charge such taxes in addition to any other fees for Services, including Paid Services. Neukind may determine, at its sole discretion, whether you are exempt from any taxes. In the event Neukind is required by law to pay or collect indirect taxes, such as a goods and services tax or a value-added tax, you will be solely liable for the payment of such taxes.
- Refunds. Although you can cancel any Paid Services whenever you wish, we will not issue you a refund, unless we decide otherwise, at our sole discretion, or if required by law.
- Fee Changes. We may change the amounts that we charge for Paid Services at any time, at our sole discretion. If you do not agree to any fee changes, you have the right to cancel the applicable Paid Service before the next payment date.
- Payment Processor. We use a third party payment processor that will bill you for Paid Services. Any such payment will be subject to the terms, conditions, and privacy policies of the payment processor, in addition to the Terms. Currently, we use Stripe to process such payments. You expressly agree to pay us, through our payment processor, all amounts payable for our Paid Services. You expressly authorize us, and grant us the right, to correct or instruct our payment processor to fix any error or mistakes, even if payment has been requested and/or received.
- Fees Payable to Third Party Service Providers. Any services purchased from Third Party Service Providers may be subject to terms and conditions solely determined by such Third Party Service Providers. It is solely your responsibility to verify your ability to comply with those terms and conditions. We are not a party to your agreement, if any, with Third Party Service Providers.
- Term and Termination
Subject to this Section, these Terms will remain in full force and effect until terminated by either you or us. We may, at any time, at our sole discretion, with or without notice, restrict, remove, suspend, or disable your access to the Services, in whole, or in part. Even after these Terms are terminated, all Sections, that by their very nature should survive termination shall survive termination, including, without limitation, Section 2, Section 6, Section 11, Section 12, Section 13, Section 15, and Section 16.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEUKIND (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
NEUKIND MAKES NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR: (a) CONTENT POSTED BY ANY USER OR THIRD PARTY; (b) ANY PROTOCOL, VALIDATOR NODES, FULL NODES, THIRD-PARTY WEBSITE, THIRD-PARTY PRODUCT, OR THIRD PARTY SERVICE PROVIDERS LISTED ON OR ACCESSIBLE TO YOU THROUGH THE SERVICES; (c) THE QUALITY OR CONDUCT OF ANY PROTOCOL, INCLUDING RETURNS (REVENUE/REWARDS) FOR OPERATING YOUR NODES, OR ANY THIRD PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SERVICES; OR (d) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR USER CONTENT, INCLUDING YOUR WALLET. WE DO NOT CONTROL OR DIRECT WHAT PEOPLE AND OTHERS DO OR SAY, AND WE ARE NOT RESPONSIBLE FOR THEIR ACTIONS OR CONDUCT (WHETHER ONLINE OR OFFLINE) OR ANY CONTENT THEY SHARE (INCLUDING OFFENSIVE, INAPPROPRIATE, OBSCENE, UNLAWFUL, DANGEROUS, AND OTHER OBJECTIONABLE CONTENT).
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE EMPHASIZE THAT WE MAKE NO REPRESENTATION OR WARRANTY IN RESPECT TO POTENTIAL RETURNS FROM YOUR NODES. DESPITE STAKING CRYPTO ASSETS TO CREATE, OR OTHERWISE OPERATE, YOUR NODES, RETURNS FROM OPERATING YOUR NODES COULD FLUCTUATE AS A PROTOCOL, SUCH AS ETHEREUM 2.0, IS MORE WIDELY ADOPTED AND FURTHER VALIDATOR NODES ARE LAUNCHED. YOU SHOULD BE PREPARED FOR THE POSSIBILITY THAT YOU MAY NOT RECEIVE ANY RETURNS WHATSOEVER.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATION OR WARRANTY IN REGARD TO THE AVAILABILITY OF OUR SERVICES ON AN UNINTERRUPTED, TIMELY, SECURE BASIS. YOUR STAKE ASSOCIATED WITH YOUR NODES MAY BE PENALIZED IF OUR SERVICES ARE DOWN OR OTHERWISE UNAVAILABLE FOR ANY REASON. YOU ARE SOLELY RESPONSIBLE FOR ANY RESULTING PENALTIES.
SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. HOWEVER, THE DISCLAIMERS INCLUDED IN THIS SECTION APPLY TO YOU TO THE MAXIMUM EXTENT POSSIBLE PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. HOWEVER, THE TIME LIMITATION PROVIDED IN THIS SECTION SHALL CONTINUE TO APPLY TO YOU SUBJECT TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW.
- Limitation on Liability
UNLESS YOU ARE AN EU CONSUMER, YOU UNDERSTAND AND EXPRESSLY AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NEUKIND, ITS AFFILIATES, AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND SUPPLIERS, BE LIABLE TO YOU OR ANY THIRD PARTY WITH RESPECT TO ANY CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES OR THE TERMS FOR: (a) ANY PROTOCOLS, NODES, OR WALLETS; (b) ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES; (c) ANY LOST PROFITS, STAKES, REVENUE, DATA, GOODWILL, AND OTHER TANGIBLE OR INTANGIBLE LOSSES; (d) ANY SERVICES PROVIDED BY THIRD PARTY SERVICE PROVIDERS; (e) ANY USER CONTENT; (f) ANY LOSSES RELATED TO YOUR ACCESS, OR INABILITY TO ACCESS, YOUR ACCOUNT, YOUR NODES, AND ANY PART OF THE SERVICES; OR (g) ANY LOSSES RELATED TO CORRUPTION, LOSS, UNAUTHORIZED ACCESS OR ALTERATION TO YOUR USER CONTENT, YOUR NODES, OR WALLETS. THE LIMITATIONS INCLUDED IN THIS SECTION APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR ANY OTHER LEGAL THEORY, EVEN IF NEUKIND HAS BEEN ADVISED OR INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH IN THE TERMS IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
YOU ARE SOLELY RESPONSIBLE FOR THE LOSS OF A PORTION OR ALL OF YOUR STAKE, OR ANY CRYPTO ASSETS. WE EMPHASIZE THAT OPERATING YOUR NODES IS INHERENTLY RISKY. PROTOCOLS COULD CEASE TO OPERATE. ETHEREUM 2.0, WHICH IS UNDER DEVELOPMENT, MAY, FOR EXAMPLE, TERMINATE, COSTING YOU YOUR ENTIRE STAKE. SOME PROTOCOLS, SUCH AS ETHEREUM 2.0, DO NOT ALLOW YOU TO FREELY CONVERT YOUR STAKE, AND SHOULD YOU CONVERT YOUR ETHER TO ETHEREUM 2.0, YOU COULD LOSE ACCESS TO YOUR ETHER.
IF YOU ARE AN EU CONSUMER, WE SHALL, DESPITE ANY OTHER PROVISION IN THE TERMS, PROVIDE THE SERVICES WITH REASONABLE CARE BUT WILL NOT BE LIABLE FOR ANY LOSSES WHICH WERE NOT A REASONABLY FORESEEABLE CONSEQUENCE OF OUR BREACH OF THE TERMS (EXCEPT IN RELATION TO DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE OR FRAUD).
TO THE MAXIMUM EXTENT PERMITTED BY LAW, REGARDLESS OF WHETHER YOU ARE AN EU CONSUMER, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE TERMS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NEUKIND FOR CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES OR THE TERMS EXCEED THE GREATER OF A MAXIMUM OF TEN THOUSAND JAPANESE YEN (JPY 10,000) OR THE TOTAL AMOUNTS PAID BY YOU TO NEUKIND IN THE TWELVE (12) MONTHS IMMEDIATELY PROCEEDING THE EVENT THAT GAVE RISE TO SUCH CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
If you are an EU Consumer, Neukind is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors or other vicarious agents. An “EU Consumer” means a natural person acting for purposes outside their trade, business, craft or profession (as opposed to a user for business or commercial purposes) habitually residing in the European Economic Area.
You agree to indemnify and hold Neukind and its affiliates, and its and their directors, officers, employees, contractors, agents and suppliers, from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind, including reasonable attorneys’ fees, arising out of related to: (a) your breach of the Terms; (b) your User Content, Your Nodes, and your wallet; (c) any claims on behalf of or against your End Users; (d) your violation of any law or regulation; or (e) any claims from tax authorities in any country in relation to your User Content, including any returns from Your Nodes. Your indemnification obligations shall not apply to the extent directly caused by our material breach of the Terms or, when you are an EU Consumer, to the extent that the consequences were not reasonably foreseeable.
- Copyright Policy
- Notice. Neukind respects the intellectual property of others and asks that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that a person through the use of our Services is unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, you shall immediately notify Neukind with the following information in the form of a written notification:
- your physical or electronic signature;
- identification of the copyrighted work(s) that you claim to have been infringed;
- identification of the material on our services that you claim is infringing and that you request us to remove;
- sufficient information to permit us to locate such material;
- your address, telephone number, and e-mail address;
- a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
- Warning. Please note that, any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
- Application to EU Consumers. If you are an EU Consumer, this Section 15 shall not apply to you provided that you file a claim against us in a court located within the European Union.
- Notice Requirement and Informal Dispute Resolution. Before filing a claim against Neukind, you must first send to Neukind a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Neukind should be sent to our contact address, which can be found below in Section 16.11. After the Notice is received, you and Neukind may attempt to resolve the claim or dispute informally. If you and Neukind do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding.
- Arbitration Agreement. Unless you opt-out of arbitration in accordance with Section 15.4, all claims, disputes, and matters arising out of the Services and/or the Terms shall be resolved by final and binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. Both you and Neukind expressly disclaim any right to formal court proceedings, including any right to a trial by jury, except as expressly set forth in Section 15.7 and Section 15.8. Discovery rights and the rights of appeal are generally more limited in arbitration than in a lawsuit. There is no judge or jury in arbitration, and an independent third party will act as an arbitrator and issue an award.
- Opt-Out of Arbitration. You can choose to decline this agreement to arbitration by emailing us at email@example.com within thirty (30) days of the date you first agree to the Terms. Your email requesting to opt-out must be sent from the same email address used for your Account, and must include your full name, residential address, and a clear statement that you would like to opt out of arbitration. If you opt out of arbitration in accordance with this Section, then Sections 15.3, 15.5, and 15.6 do not apply to you. However, opting out does not affect other Sections of the Terms, including Sections 15.9, 15.10, and 16.7.
- Arbitration Deadline. You must commence arbitration by filing a demand for arbitration within one (1) year after you first knew, or could have reasonably known, that an act, omission or default, gave rise to the claim in question. If applicable law requires a longer limitation period, then any claim must be asserted within the shortest time period permitted by such applicable law.
- Arbitration Rules. JAMS, Inc. (“JAMS”) will administer the arbitration in accordance with the JAMS Streamlined Arbitration Rules & Procedures (“JAMS Rules”) in effect at the time of the dispute.
- Arbitration for US Users. If you are resident of or have your principal place of business in the United States (a “US-User”) any arbitration hearings will take place at a location to be agreed upon in New York, New York, in English, and shall be settled by one (1) commercial arbitrator who shall be selected in accordance with JAMS Rules. The arbitrator must follow the Terms and can award the same damages and relief as a court (including without limitation reasonable attorneys' fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
- Arbitration for non-US Users. If you not a US-User, any arbitration hearings will take place at a location to be agreed upon in Tokyo, Japan, in English, and shall be settled by one (1) commercial arbitrator who shall be selected in accordance with JAMS Rules. The arbitrator must follow the Terms and can award the same damages and relief as a court (including without limitation reasonable attorneys' fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
- Exceptions to the Arbitration Agreement – Injunctive Relief. Notwithstanding any other provision in the Terms, either you or Neukind may seek emergency injunctive relief before a court of competent jurisdiction in order to stop the unauthorized user of the Services, intellectual property infringement without first engaging in arbitration or the informal dispute resolution process described above.
- Exceptions to the Arbitration Agreement – Small Claims. Notwithstanding any other provision in the Terms: (a) if you are a US-User, either you or Neukind may assert claims in a small claims court in New York, New York, United States or any United States county where you live or work; and (b) if you are not a US-User, either you or Neukind may assert claims in a summary court in Tokyo, Japan, provided such claims qualify for the procedures for small claims.
- Filing Deadlines. Any claim not subject to arbitration must be commenced within one (1) year after the date the party asserting the claim first knows or reasonably should have known, of the act, omission or default giving rise to the claim. If applicable law requires a longer limitation period, then any claim must be asserted within the shortest time period permitted by such applicable law.
- Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
- Entire Agreement. These Terms constitute the entire agreement between you and Neukind regarding the use of the Services, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of the Terms.
- Severability & Waiver. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. No waiver of any breach or default of any of the Terms shall be deemed to be a waiver of any preceding or subsequent breach or default.
- Interpretation. The section titles in these Terms are for convenience only and have no legal or contractual effect.
- Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users. Continued use of our Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
- Relationship. The Terms, and your use of the Services, do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between Neukind and you.
- Assignment. Neukind may assign its rights and/or obligations hereunder and/or transfer ownership rights and title in the Services to a third party without your consent or prior notice to you. You may not assign or transfer any of your rights and obligations hereunder without the prior written consent of Neukind. Any attempted or actual assignment thereof without Neukind’s prior explicit and written consent will be null and void. In any event, an assignment or transfer pursuant to this Section shall not in itself grant either Neukind or you the right to cancel any Services. If you are an EU Consumer, we will ensure that the delegation, transfer or assignment does not adversely affect your rights under the Terms.
- Governing Law.
- Non US-Users. Subject to Section 16.7(c), in the event you are not a US-User, all disputes and matters arising out of or in connection with the Terms and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of Japan, without regard to its conflict of law provisions. The application of the United Nations Convention of Contracts for the International Sale of Goods is hereby expressly excluded. In the event Section 15 is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 15.4, any judicial proceeding (other than small claims actions) arising out of or in connection with the Terms (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the District Court of Tokyo, Japan and you and Neukind consent to venue and personal jurisdiction in such courts.
- US-Users. In the event you are a US-User, all disputes and matters arising out of or in connection with the Terms and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of the State of New York, United States, without regard to its conflict of law provisions. The application of the United Nations Convention of Contracts for the International Sale of Goods is hereby expressly excluded. In the event Section 15 is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 15.4, any judicial proceeding (other than small claims actions) arising out of or in connection with the Terms (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the federal or state courts of New York, New York, and you and Neukind consent to venue and personal jurisdiction in such courts.
- EU Consumers. In the event you are an EU Consumer, all disputes and matters arising out of or in connection with the Terms and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of Ireland, without regard to its conflict of law provisions. In addition, any mandatory consumer protection rules found in the jurisdiction of your place of habitual residence will govern to the extent of any conflicts with the laws of Ireland. To the maximum extent permitted by applicable law, the application of the United Nations Convention of Contracts for the International Sale of Goods is hereby expressly excluded. In the event Section 15 is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 15.4, any judicial proceeding (other than small claims actions) arising out of or in connection with the Terms (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in a court with jurisdiction in your place of habitual residence.
- Electronic Communications.
The communications between you and Neukind use electronic means, whether you use the Site or send us emails, or whether Neukind posts notices on the Site or communicates with you via email. For contractual purposes, you: (a) consent to receive communications from Neukind in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Neukind provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
- No Third-Party Beneficiary Rights. These Terms do not confer any third-party beneficiary rights. All of our rights and obligations under these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
- Copyright/Trademark Information. Copyright © 2020. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of a third party which may own the Marks.
- Contact Information:
- Mailing Address:
- Neukind KK
Hongo Shintoku Bldg. 7F,
Hongo 3–38–1, Bunkyo-ku,