CellCoin Wallet Mobile Application End User License Agreement
This CellCoin Wallet Mobile Application End User License Agreement ("Agreement") is a binding agreement between you ("End User," "you" or "your") and CellCoin Organization ("CellCoin Organization", " we", "our" or "us"). This Agreement governs your use on your iOS and Android mobile device of the compiled, executable CellCoin Wallet Android mobile application released by us, and all related documentation (collectively, the " Application").
The Application is licensed (not sold) to you, pursuant to and subject to your compliance with the terms and conditions of this Agreement.
BY CHECKING THE BOX NEXT TO "END USER LICENSE AGREEMENT" WHERE PROMPTED IN THE APPLICATION AND THEN TAPPING THE "AGREE" BUTTON, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE AT OR OVER THE AGE OF MAJORITY IN THE JURISDICTION(S) IN WHICH YOU RESIDE AND IN WHICH YOU ARE USING THIS APPLICATION AND OTHERWISE HAVE THE COMPENTENCY AND CAPACITY TO VALIDLY ENTER INTO THIS AGREEMENT IN A BINDING MANNER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ANY TERM OR CONDITION OF THIS AGREEMENT, THEN YOU DO NOT HAVE ANY RIGHT OR LICENSE TO USE THE APPLICATION AND ACCORDINGLY YOU MUST NOT USE THE APPLICATION AND MUST DELETE IT FROM YOUR MOBILE DEVICE.
DISCLAIMER: PLEASE READ THIS FIRST
THE APPLICATION IS OWNED, OPERATED AND RELEASED BY CellCoin Organization ONLY. CellCoin Organization IS INDEPENDENT OF, AND OPERATES SEPARATELY FROM, THE ENTITIES INVOLVED IN DEVELOPING, OPERATING, MAINTAINING OR SUPPORTING THE CELLCOIN PROTOCOL, THE CELLCOIN BLOCK LATTICE NETWORK, THE CELLCOIN CURRENCY OR ANY SOFTWARE WALLET THAT IS NOT RELEASED BY CellCoin Organization (COLLECTIVELY, "SEPARATE TECHNOLOGIES"). FOR THE AVOIDANCE OF DOUBT, CELLCOIN WALLET COMPANY DOES NOT OWN, DEVELOP, OPERATE, MAINTAIN OR SUPPORT ANY OF THE SEPARATE TECHNOLOGIES.
CellCoin Organization IS NOT A BANK, CUSTODIAN OR OTHER FINANCIAL COMPANY AND DOES NOT PROVIDE BANKING, CUSTODIAL OR OTHER FINANCIAL SERVICES. THE APPLICATION IS NOT A BANKING, CUSTODIAL OR OTHER SERVICE. YOUR USE OF THE APPLICATION AND YOUR CREATION AND ACCESSING OF A WALLET ON THE CELLCOIN BLOCK LATTICE NETWORK (A "WALLET") USING THE APPLICATION DOES NOT INVOLVE THE OPENING, ESTABLISHING OR MANAGING OF AN "ACCOUNT" WITH CELLCOIN WALLET COMPANY; INSTEAD, YOU ARE SIMPLY USING THE APPLICATION TO INTERACT WITH THE CELLCOIN BLOCK LATTICE NETWORK AND YOUR WALLET/ACCOUNTS ON THE CELLCOIN BLOCK LATTICE NETWORK.
A "WALLET SEED" IS A UNIQUE CODE THAT IS PROVIDED TO YOU BY THE APPLICATION, THROUGH ITS DIRECT INTERACTION WITH THE CELLCOIN BLOCK LATTICE NETWORK (I.E., WITHOUT OUR INVOLVEMENT) WHEN YOU FIRST CREATE A NEW WALLET USING THE APPLICATION. YOUR WALLET SEED IS THE ONLY WAY FOR YOU TO RECOVER YOUR WALLET ON THE CELLCOIN BLOCK LATTICE NETWORK AND ACCESS ANY CELLCOIN CURRENCY YOU STORE IN THAT WALLET.
WE DO NOT RECEIVE, COLLECT, RECORD, STORE OR HAVE ACCESS TO YOUR WALLET SEED. THEREFORE, WE CANNOT RECOVER IT FOR YOU IF YOU LOSE IT AND WE CANNOT PROVIDE YOU WITH ACCESS TO ANY CELLCOIN CURRENCY THAT YOU STORE IN YOUR WALLET. YOU ARE SOLELY RESPONSIBLE FOR RECORDING YOUR WALLET SEED IN A SAFE AND SECURE PLACE AND MANNER. DO NOT SHARE YOUR WALLET SEED WITH ANYONE, OR PERMIT ANYONE TO USE YOUR MOBILE DEVICE ON WHICH THE APPLICATION IS INSTALLED WHO YOU DO NOT WANT TO BE ABLE TO ACCESS YOUR WALLET OR YOUR CELLCOIN CURRENCY.
ANY CELLCOIN CURRENCY THAT YOU CHOOSE TO ACCESS, HOLD, STORE, MANAGE, RECEIVE, SEND OR TRANSMIT USING THE APPLICATION, AND ANY BALANCE AND TRANSACTION INFORMATION RELATING TO IT, ARE NEVER ACCESSED, HELD, STORED, MANAGED, RECEIVED, SENT OR TRANSMITTED BY CellCoin Organization.
YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY OF YOUR MOBILE DEVICE, YOUR CELLCOIN CURRENCY, AND YOUR WALLET SEED. CellCoin Organization IS NOT AND WILL NOT BE RESPONSIBLE IN ANY MANNER FOR THE SECURITY OR PROTECTION OF YOUR CELLCOIN CURRENCY OR WALLET SEED.
YOUR USE OF THE APPLICATION IS AT YOUR OWN RISK AND CellCoin Organization DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING THE SECURITY, COMPATIBILITY, SUITABILITY OR RELIABILITY OF THE APPLICATION OR ANY CELLCOIN CURRENCY THAT YOU ACCESS, HOLD, STORE, MANAGE, RECEIVE, SEND OR TRANSMIT USING THE APPLICATION.
1. License Grant. Subject to the terms and conditions of this Agreement and your compliance with this Agreement, CellCoin Organization grants you a limited, revocable, non-exclusive, non-sublicensable and non-transferable license during the Term (as defined in Section 7(a)) to download, install and use the Application on a single Apple Inc. ("Apple") branded mobile device that runs current Apple iOS operating system software ("Mobile Device") for your personal, non-commercial use only, strictly in accordance with the terms and conditions of this Agreement (the "License").
2. License Restrictions. You shall not:
(a) copy, modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Application;
(b) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;
(d) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Application; or
(e) use the Application in, or in association with any illegal activities, including, without limitation, money laundering or terrorist financing.
3. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application or any other rights thereto under this Agreement other than to use the Application in accordance with and subject to the terms of the License and all other terms, conditions and restrictions under this Agreement. CellCoin Wallet Company owns and shall retain all right, title and interest in and to the Application, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in the License.
5. Updates. CellCoin Organization may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections and/or new features (collectively, including related documentation, "Updates "). Updates may also modify or delete in their entirety certain features and functionality. You agree that CellCoin Organization has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:
(a) the Application will automatically download and install all available Updates; or
(b) you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install any and all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
6. Third-Party Materials. While the application does not currently include Third-Party Materials (as defined below), the application may, in the future, display, include or make available third-party content (including data, information, applications, and other products, services and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that CellCoin Organization is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. CellCoin Organization does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions. You will not use the Third-Party Materials in any manner that is inconsistent with the terms of this Agreement or that infringes the intellectual property rights of any third party. You agree not to use the Third-Party Materials to harass, abuse, stalk, threaten or defame any person or entity, and that CellCoin Wallet Company is not responsible for any such use. Third-Party Materials may not be available in all languages or in your Home Country, and may not be appropriate or available for use in any particular location. To the extent you choose to use such Third-Party Materials, you are solely responsible for compliance with any applicable laws. CellCoin Organization reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any Third-Party Materials at any time without notice or liability to you.
7. Term and Termination.
(a) The term of this Agreement commences when you acknowledge your acceptance of this Agreement by checking the box next to "End User License Agreement" where prompted in the Application and then tapping the "Agree" button and will continue in effect until the date on which this Agreement is terminated as follows (the "Term"):
(i) You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device;
(ii) CellCoin Organization may terminate this Agreement at any time without notice if it ceases to support the Application, which CellCoin Organization may do in its sole discretion;
(iii) This Agreement will terminate immediately and automatically without any notice if you violate any of the terms or conditions of this Agreement; and
(iv) This Agreement may terminate automatically pursuant to the last sentence of Section 22.
(b) Upon any termination of this Agreement:
(i) The License and all other rights granted to you under this Agreement will also terminate; and
(i) You must immediately cease all use of the Application and delete all copies of the Application from your Mobile Device.
(c) Termination of this Agreement for any reason will not limit any of CellCoin Wallet Company’s rights or remedies under this Agreement, at law or in equity.
(d) Notwithstanding anything to the contrary in this Agreement, the "DISCLAIMER: PLEASE READ THIS FIRST" section of this Agreement, as well as Sections 7, 9-13 (inclusive) and 15-22 will survive any termination of this Agreement and continue in full force and effect in perpetuity (or for the maximum duration permitted by applicable law, if shorter).
8. Usage Rules Related to Apple iOS Mobile Devices.
(a) Acknowledgement. You and CellCoin Organization acknowledge that this Agreement is between you and CellCoin Organization only, and not with Apple, and that, as between CellCoin Organization and Apple, CellCoin Wallet Company, not Apple, is solely responsible for the Application and the content thereof.
(b) Scope of License. The license granted to you for the Application is a limited, non-transferable license to use the Application on any Apple iOS device that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service, available at https://www.apple.com/legal/internet-services/itunes/appstore/jm/terms.html .
(c) Maintenance and Support. Third parties, including Apple, are not responsible for any maintenance or support services with respect to the Application. You and CellCoin Organization acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.
(d) Warranty. Third parties, including Apple, are not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Application (if any) to you but, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty made in this Agreement, if applicable, will, as between Apple and CellCoin Organization, be CellCoin Organization’s sole responsibility.
(e) Product Claims. You and CellCoin Organization acknowledge that, as between CellCoin Organization and Apple, CellCoin Organization, not Apple, is responsible for addressing any claims of yours or any third party relating to the Application or your possession or use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(f) Intellectual Property Rights. You and CellCoin Organization acknowledge that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, as between CellCoin Organization and Apple, CellCoin Organization, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
(g) Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
(h) Third Party Terms of Agreement. You must comply with applicable third party terms of agreement (if any) when using the Application.
(i) Third Party Beneficiary. You and CellCoin Organization acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement.
9. Disclaimer of Representations and Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE APPLICATION IS AT YOUR SOLE RISK. THE APPLICATION IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CellCoin Organization, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE REPRESENTATIVES (AS DEFINED IN SECTION 10), EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, CellCoin Organization PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT (A) THE APPLICATION WILL (I) MEET YOUR REQUIREMENTS, (II) ACHIEVE ANY INTENDED RESULTS, (III) BE COMPATIBLE (INCLUDING, WITHOUT LIMITATION, WITH THE CELLCOIN BLOCK LATTICE NETWORK), (IV) BE SECURE, (INCLUDING, WITHOUT LIMITATION, PREVENT UNAUTHORIZED ACCESS TO YOUR CELLCOIN CURRENCY OR WALLET SEED, OR SECURELY KEEP OR TRANSFER CELLCOIN CURRENCY), (V) WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, (VI) OPERATE WITHOUT INTERRUPTION, (VII) MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR (VIII) BE ERROR-FREE, FREE OF VULNERABILITIES OR FREE OF VIRUSES OR OTHER MALICIOUS CODE, OR (B) ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS OR EXCLUSIONS OF IMPLIED WARRANTIES OR LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS AGREEMENT MAY NOT APPLY TO YOU TO THE EXTENT THE LAWS OF THOSE JURISDICTIONS APPLY AND DO NOT ALLOW SUCH DISCLAIMERS, EXCLUSIONS OR LIMITATIONS; PROVIDED, HOWEVER, THAT, FOR THE AVOIDANCE OF DOUBT, THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS IN THIS AGREEMENT SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CellCoin Organization OR ITS AFFILIATES, SUCCESSORS OR ASSIGNS, OR ANY OF ITS OR THEIR RESPECTIVE MEMBERS, SHAREHOLDERS, OWNERS, DIRECTORS, MANAGERS, BOARD MEMBERS, OFFICERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS, LICENSORS AND SERVICE PROVIDERS (COLLECTIVELY, "REPRESENTATIVES"), HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, INCLUDING, WITHOUT LIMITATION, FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OR INACCESSIBILITY OF ASSETS (INCLUDING, WITHOUT LIMITATION, CELLCOIN CURRENCY), LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR FOR ANY OTHER DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR CELLCOIN WALLET COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU TO THE EXTENT THE LAWS OF THOSE JURISDICTIONS APPLY AND DO NOT ALLOW SUCH LIMITATIONS OF LIABILITY; PROVIDED, HOWEVER, THAT, FOR THE AVOIDANCE OF DOUBT, THE LIMITATIONS OF LIABILITY IN THIS AGREEMENT SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION 10 REFLECTS A REASONABLE ALLOCATION OF RISK AND THAT YOU AND WE WOULD NOT HAVE MADE THE APPLICATION AVAILABLE TO YOU OR ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY.
11. Waiver of unrelated claims.
(a) YOU ACKNOWLEDGE THAT THE APPLICATION IS OWNED, OPERATED AND RELEASED BY CellCoin Organization ONLY AND THAT CellCoin Organization IS INDEPENDENT OF, AND OPERATES SEPARATELY FROM, THE ENTITIES INVOLVED IN DEVELOPING, OPERATING, MAINTAINING OR SUPPORTING THE CELLCOIN BLOCK LATTICE NETWORK (OR ANY BLOCKCHAIN ON THE CELLCOIN BLOCK LATTICE NETWORK), THE CELLCOIN CURRENCY OR ANY SOFTWARE WALLET THAT IS NOT RELEASED BY CellCoin Organization (EACH SUCH ENTITY, A "SEPARATE ENTITY").
(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY IRREVOCABLY (I) WAIVE ANY AND ALL CLAIMS AND EQUITABLE, LEGAL AND OTHER REMEDIES (WHETHER ARISING OUT OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), A STATUTE OR OTHERWISE) THAT YOU MAY HAVE AGAINST EACH SEPARATE ENTITY, ANY OF ITS AFFILIATES, SUCCESSORS OR ASSIGNS, OR ANY OF THE REPRESENTATIVES OF ANY OF THE FOREGOING, RELATING TO THE APPLICATION, AND YOU AGREE NOT TO BRING ANY CLAIM OR SEEK ANY REMEDY AGAINST ANY OF THE FOREGOING RELATING TO THE APPLICATION, AND (II) WAIVE ANY AND ALL CLAIMS AND EQUITABLE, LEGAL AND OTHER REMEDIES (WHETHER ARISING OUT OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), A STATUTE OR OTHERWISE) THAT YOU MAY HAVE AGAINST US, OUR AFFILIATES, SUCCESSORS OR ASSIGNS, OR ANY OF THE REPRESENTATIVES OF ANY OF THE FOREGOING WITH RESPECT TO THE CELLCOIN BLOCK LATTICE NETWORK, CELLCOIN CURRENCY OR ANY SOFTWARE WALLET THAT IS NOT RELEASED BY CellCoin Organization, AND YOU AGREE NOT TO BRING ANY CLAIM OR SEEK ANY REMEDY AGAINST US, OUR AFFILIATES, SUCCESSORS OR ASSIGNS, OR ANY OF THE REPRESENTATIVES OF ANY OF THE FOREGOING WITH RESPECT THERETO. EACH OF THE INDIVIDUALS AND ENTITIES REFERENCED IN THIS SECTION 11(B) SHALL BE AN INTENDED THIRD-PARTY BENEFICIARY OF THIS AGREEMENT WITH A RIGHT TO DIRECTLY ENFORCE THIS SECTION 11(b) AGAINST YOU.
12. Indemnification. You agree to indemnify, defend and hold harmless CellCoin Organization and its affiliates, successors and assigns, and the Representatives of each of the foregoing (each, an "Indemnified Party"), from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including, without limitation, attorneys’ fees, arising from or relating to your use or misuse of the Application, any Wallet, the CellCoin block lattice network, any CellCoin currency or your breach of this Agreement. We reserve the right, at our own expense, to assume the exclusive defense and control of any claim or action subject to indemnification by you, which will not excuse your indemnity obligations hereunder. You shall not enter into any settlement agreement in connection with a claim or action which affects the rights of any of the Indemnified Parties or requires the taking of any action by any of them, without their prior written approval.
13. Export Regulation. You may not use or otherwise export or re-export the Application except as authorized by United States law and the laws of the jurisdiction in which the Application was obtained. In particular, but without limitation, the Application may not be (a) exported or re-exported into any U.S. embargoed countries or (b) used by anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Application for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missile or chemical or biological weapons. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application available outside the US.
14. Commercial Items for U.S. Government End Users. The Application and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users, if applicable, (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. For the avoidance of doubt, all right, title and interest in and to unpublished works created by us are reserved to us.
15. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original provision and all other provisions of this Agreement will continue in full force and effect.
16. Governing Law. This Agreement is governed by and shall be construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the County of New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.
17. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION (TO THE EXTENT YOU HAVE NOT WAIVED SUCH CAUSE OF ACTION OR CLAIM AS SET FORTH IN THIS AGREEMENT) MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
18. Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT AGREES THAT THE COMPLEXITY OF THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE TECHNICAL NATURE OF THE APPLICATION AND THE MANNER IN WHICH IT OPERATES) MAKES A JURY DETERMINATION NEITHER DESIRABLE NOR APPROPRIATE. ACCORDINGLY, EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY COURT OR LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS OR STATUTORY CLAIM, COUNTERCLAIM OR CROSS-CLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS AGREEMENT.
20. Waiver. No failure to exercise, and no delay in exercising, on the part of either party to this Agreement, any right or any power hereunder shall operate as a waiver of such right or power, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.
21. General Contact Information. If you have any questions, complaints or claims relating to this Agreement or the Application, you may contact CellCoin Organization via email at email@example.com or via mail to CellCoin Organization, .
22. This Agreement May Change From Time to Time. CellCoin Organization reserves the right to, in its sole discretion, amend, modify, alter or otherwise update (each of the foregoing, "Amend") this Agreement at any time. When CellCoin Organization does so, CellCoin Wallet Company will make the Amended Agreement available in the "Settings" panel of the Application and at https://cellcoin.cc/terms. Such Amendments will be applicable to you and your use of the Application upon any further use by you of the Application after the Amended Agreement has been made available to you as described above. Your use of the Application following any such Amendment will constitute your agreement to comply with and be bound by the Amendments. For this reason, we encourage you to review this Agreement through the Application whenever you use the Application. We may also, but will not be required to, attempt to inform you about Amendments to this Agreement by additional means, such as by informing you through an alert on the Application. The date on which this Agreement was last Amended is set forth at the end of this Agreement. If you do not agree to any Amendment to this Agreement, then this Agreement (and your License) between you and CellCoin Organization shall automatically terminate effective as of the date on which such Amendment became effective and Section 7(b) shall apply as of such date.
Effective Date: June 25, 2018