Terms used in this Agreement with their initial letters capitalized have the meanings ascribed to them in this section or where they are elsewhere defined in this Agreement. Any term defined in the singular will have the corresponding definition in the plural (and vice versa). As used in this Agreement:
a) Agreement” means these Terms of Service and all Attachments.
b) “Blockchain” means a digital ledger in which transactions made with $TREEB are recorded chronologically.
c) “Confidential Information” means all non-public information disclosed by one party to the other in connection with this Agreement that the disclosing party marks as confidential or which the receiving party should reasonably know to be the confidential information of the other party.
d) “Client Data” means all data, files and information that Client provides to Retreeb in the course of using the Services.
e) “Client Funds” means the $TREEBs held by Client.
f) “Effective Date” means the date that you Stake your tokens with the Retreeb Service.
g) “Net Revenue” means Staking Rewards minus any Slashing Penalties assessed, if applicable.
h) “The User” means the Party using the Service to gain Staking Rewards.
i) “Party” means you or us, as applicable, and “Parties” means you and us collectively.
j) “Platform” means our technology platform and infrastructure that we use to perform the Service.
k) “Service” means our provision of validation services to Supported Networks, including, without limitation, producing and validating new blocks, processing transactions, and securing the network.
l) “Slashing Penalties” means any penalty assessed by the Supported Network for our failure to perform the Service according to the Supported Network Protocol, or any penalty assessed by the Cryptocurrency for unavailability or slow, incorrect or malicious performance.
m) “Staking” means use of the Service by The User to gain Staking Rewards.
n) “Staked Tokens” means the Tokens that The User has Staked with the Service.
o) “Staking Nodes” means the collection of server hardware and software required to maintain a current copy of the Blockchain for a Cryptocurrency and to produce or validate new blocks.
p) “Staking Node Services” or the “Services” means the Pooled Staking Service.
q) “Staking Rewards” means all Cryptocurrency generated by operating Staking Nodes, including, but not limited to, block rewards, endorser rewards, transaction fees and any other direct payments as a result of operating a Staking Node.
r) “Supported Network” means any blockchain network for which our Platform is able to perform the Service.
s) “Supported Network Protocol” means the rules by which the Supported Network operates including but not limited to the process for Staking, the quantity and timing of Staking Rewards, and the conditions under which Slashing Penalties are imposed.
t) “Staking Rewards” means Tokens distributed by the Supported Networkless Retreeb validation fees and any Slashing Penalties.
u) “Token” means the underlying digital asset of the Supported Network, which is to say the $TREEB.
v) “Unbonding Period” means the Cryptocurrency imposed waiting period, during which the Client Funds and End Users Funds may not be withdrawn or sold.
w) “Website” means any website managed and maintained by Retreeb in connection with Service including but not limited to www.retreeb.io.
2. Other definitions to be found in other documents relating to this contract
a. Pool: name of the smart contract
b. Duration: duration during which the smart contract operates (and therefore during which a user can immobilise tokens in it against payment). At the end of this period, the immobilised tokens are returned to their owners.
c. Lock-up: period during which a user who has deposited tokens in the smart contract cannot recover them. At this point, the tokens are said to be "locked" (e.g. the TREEBs deposited in the mid pool are only recoverable from 270 days after the start date of the pool). After this period, the user can retrieve the deposited tokens whenever he wants.
d. Gift tokens: amount in TREEBs distributed if you stake a year in the pool (e.g. if a user deposits 100 TREEBs during one year in the deep pool, he will earn a total of 25 TREEBs)
e. STAKING MAX : maximum number of TREEB that can be deposited at the same time in the pool by all users
f. Rewards: frequency at which the TREEBs corresponding to the remuneration are distributed (e.g. if I deposit 100 in the deep pool, I will receive every day 100*0.25/365=0.07 TREEBs. You will have to go on the platform to claim them and get them in your wallet. A user can choose to claim their tokens every day or let them accumulate and claim at a lower frequency).
g. Max total rewards: rewards distributed if the pools are full from start to finish (e.g. for the quick pool 45M*0.09=4.05M)
a) As a reward for buying $TREEB, Retreeb offers a solution, called “Stacking Platform”, to obtain rewards in $TREEB only after sending $TREEB for a undefined time (“Term”) to a stacking wallet. This platform is only intended as a loyalty rewarding program only.
b) During the Term, Retreeb will provide the Staking Node Services to Client in accordance with the service level terms set forth below. Retreeb will determine, in its sole discretion, the network and server requirements to reliably operate Staking Nodes. Retreeb is responsible for all costs associated with procuring, installing and operating the Staking Nodes. R etreeb will pay Client a percentage of Net Revenue directly attributable to Client Funds. Pooled Staking Services will pay a percentage of Net Revenue that will vary by Cryptocurrency, and will be posted on the https://Retreeb.com/yields/ page or in your account. All Revenue Share Payments will be made in the same Cryptocurrency in which the Client Funds or End Users Funds are denominated, as applicable. Retreeb will provide regular reports through our dashboard detailing the performance of the Services to Client. Such reports will provide mutually agreeable detail to enable the accurate calculation of Net Revenue. Retreeb will provide regular reports through our dashboard detailing the performance of the Services to Client. Such reports will provide mutually agreeable detail to enable the accurate calculation of Net Revenue.
c) During the Term (as Defined below) Retreeb will provide the following:
i. The Service will be operated in a diligent and professional manner and in accordance with applicable industry standards.
ii. Reasonable security safeguards will be employed by Retreeb to protect the integrity and availability of Service.
d) During the Term, The User shall provide the following;
i. Staked Tokens to Retreeb’s validator account when The User wants to receive Staking Rewards.
ii. Tokens can be Staked or withdrawn at The Users discretion – except in the case of stacking minimum delays- however, in all cases Staked Tokens will be subject the Supported Network Protocol. This includes but is not limited to bonding and unbonding periods, ineligibility to receive Staking Rewards for partial periods, and minimum balances and token amounts required.
iii. THE USER IS RESPONSIBLE FOR MAINTAINING THE SECURITY OF THEIR ACCOUNTS AND KEYS AT ALL TIMES. RETREEB WILL NEVER ASK FOR PRIVATE KEYS IN ANY CIRCUMSTANCE. RETREEB WILL NOT HOLD THE USER PRIVATE KEYS, AND WILL NOT ACT AS A CUSTODIAN OF THE USER FUNDS.
iv. The User is expected to have knowledge of blockchain technology, staking, accounts, keys, and details of the Supported Network and Supported Network Protocol. They are further expected to have conducted their own thorough investigation of Supported Network, Token, and other matters considered in this Agreement in determining to Stake Tokens with Service.
a. When you join Retreeb directly as a new user, you will be required to provide a password for your account. Your email address will be used as your login identification. When you join through Facebook Connect/Google/Autre, your Facebook login credentials will be used to open and access your account with Retreeb.io.
b. You are responsible for keeping your user ID and password confidential.
c. We reserve the right to terminate and delete any accounts at our sole and absolute discretion at any time and without notice.
d. You may use Retreeb for personal purpose only and not for any business, commercial or other use. Companies may use the Stacking Service only for their own benefit (no third party attorney power allowed)
e. We are entitled to act on all instructions received by anyone using your account and are not responsible for any transaction made without your authorization.
f. You agree that we may transfer your personal data, or the personal data of others on whose behalf you are transacting, for the purposes of facilitating a transaction and providing sales support for a transaction.
g. You consent to receive transactional, commercial and marketing communications both related to Retreeb specifically, and to our other products and services generally (including products or services related to retreeb.io), from us electronically, except in those jurisdictions where your express consent is required to receive commercial or marketing communications electronically. Commercial and marketing communications may include notifications about relevant special offers or opportunities available from our partners. In such event, we will send you commercial or marketing communications electronically only if you have provided your express consent by proactively opting-in to receive such communications from Retreeb regarding its products and services.
h. We will communicate with you by e-mail or by posting notices on Retreeb.io. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
i. To the extent you transact on this Site through call center agents, you agree that this Agreement shall apply to all such transactions.
j. Please read the Agreement carefully. If you do not accept all of these terms and conditions, do not use this Site.
k. The use of term "partner" on Retreeb and in any other materials is not intended to indicate that such loyalty program is in a legal partnership with us. Rather, the term is used in a marketing sense to show participation by the "partners" in Retreeb’ products and services.
5. Services and Service Level Agreement
a) Payment of Staking Rewards – The Users will receive Staking Rewards directly attributable to their Staked Tokens. The percentage and timing of such remittances are determined based on the Supported Network Protocol, which details are specific in the schedule number one. Factors that are used by the Supported Network in determining rewards include the amount of nominated stake , whether a validator is in the active validator set, if the validator has experienced any Slashing Penalties, and Retreeb validation fees (if applicable). Retreeb is solely responsible for Services and all Staking Rewards payments will be paid to The User by the Supported Network.
b) Transfers of Rewards – Any transfer of Staking Rewards will be subject to Supported Network Protocol. Generally payments will be made by the Supported Network to the wallet or account from which the tokens were Staked. Fees from other protocols will not be paid by Retreeb.
c) Retreeb will not accept, take control of, or custody any Staking Rewards on behalf of the user, except in case of cumulative rewards. Retreeb provides Service to help secure the network and Supported Network compensates The User directly with Staking Rewards.
d) SLASHING PENALTIES – THE SUPPORTED NETWORK CAN IMPOSE SLASHING PENALTIES ON THE USER’S STAKED TOKENS FOR RETREEB’S FAILURE TO OPERATE SERVICE IN ACCORDANCE WITH THE SUPPORTED NETWORK PROTOCOL. BY ENTERING INTO THIS AGREEMENT THE USER UNDERSTANDS AND ACCEPTS THE RISK OF LOSS OF UP TO ALL OF THEIR STAKED TOKENS IF A SLASHING EVENT WERE TO OCCUR.
e) Service Level Agreement – Retreeb agrees to compensate The Users for missed Staking Rewards to the extent arising from the availability of Service. This does not include missed Staking Rewards arising from The User acts or omissions, Supported Network maintenance, software bugs native to Supported Network, acts by a hacker or other malicious actor, Supported Network stalls, Supported Network Protocol changes resulting in changes to Staking Rewards, Force Majeure Events, or any other action outside of Retreeb’s control.
f) As a condition of your use of this Site, you warrant that (i) you are at least 18 years of age; (ii) you possess the legal authority to create a binding legal obligation; (iii) you will use this Site in accordance with this Agreement; (iv) you will only use this Site to make legitimate reservations for you or for another person for whom you are legally authorized to act; (v) you will inform such other persons about the terms and conditions that apply to the reservations you have made on their behalf, including all rules and restrictions applicable thereto; and (vi) all information supplied by you on this Site is true, accurate, current and complete. We retain the right at our sole discretion to deny access to anyone to this Site and the services we offer, at any time and for any reason, including, but not limited to, for violation of this Agreement.
6. Confidentiality. Each party may be exposed to the other party’s Confidential Information in the course of each party’s performance under this Agreement. Each party, on behalf of itself and its employees, contractors and agents (collectively, “Representatives”), agrees not to, except as set forth below or as required by applicable law or regulation, use or disclose Confidential Information during or after the term without the prior written consent of the other party. To protect Confidential Information, each party agrees to: (i) limit dissemination of Confidential Information to only those Representatives with a “need to know” in connection with this Agreement; (ii) advise each Representative who receives Confidential Information of the confidential nature of such information; and (iii) have appropriate agreements, policies and/or procedures in place with such Representatives sufficient to enable compliance with these confidentiality obligations. Nothing in this section will prohibit either party from disclosing Confidential Information to that party’s professional advisors who are bound by a duty of confidentiality at least as restrictive as set forth in this Agreement. This Section will survive termination of this Agreement for a period of two (2) years.
a. The parties acknowledge that the terms of this Agreement will be confidential. The parties further acknowledge that, in the course of performing duties under this Agreement, each party may obtain from the other party data or information of a confidential or proprietary nature, including know-how and trade secrets, relating to the business, the affairs, the development projects, or current or future products or services of such party (“Confidential Information”).
b. Data or information will be considered Confidential Information if:
a) a party has marked it as such;
b) a party, orally or in writing, has advised the other party of its confidential or proprietary nature, or
c) due to its character and nature, a reasonable person under like circumstances would treat it as confidential.
c. Neither party will either (i) publish, disclose or otherwise divulge any of the other party’s Confidential Information to any person, except its officers, employees or agents with a need to know who are under a contractual or professional duty to maintain the confidentiality of such information consistent with the obligations imposed hereunder; or (ii) permit its officers, employees or agents to divulge any of the other party’s Confidential Information without the express prior written consent of the other party.
d. The receiving party will protect the disclosing party’s Confidential Information with the same degree of care that the receiving party protects its own information of a similar nature, but in no event less than reasonable care. Neither party will use the other party’s Confidential Information except in the course of performing its duties under this Agreement.
e. The foregoing obligations will not apply to any Confidential Information that (1) is already known to the receiving party; (2) is or becomes publicly known through no wrongful act of the receiving party; (3) is independently developed by the receiving party without benefit of the disclosing party’s Confidential Information; (4) is received from a third party without similar restriction and without breach of any obligation of confidentiality; or (5) is required or reasonably necessary to be disclosed to comply with laws, statutes, regulations, orders, and other governmental rules.
f. Additionally, neither party will be prohibited from disclosing the terms and conditions of this Agreement to financial institutions when required to obtain financing or to a third party involved with a potential merger or acquisition (either as target or acquirer). The obligations of confidentiality described above will expire three years after the expiration or termination of this Agreement. Client agrees to indemnify, defend and hold harmless Retreeb, its partners, agents, officers, directors and employees, from and against any loss, cost, expense, claim, injury or damage (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) incurred due to third party claims arising from any breach by Client of any representation, warranty, or provision in this Agreement.
g. For Retreeb, Confidential information that can be revealed to the other party is limited exclusively to identification data other parties may provide, the code of the stacking platform falling outside the scope.
7. The content and information on this Site, as well as the infrastructure used to provide such content and information, is proprietary to us (Retreeb) , our suppliers and/or other business partners. You are allowed to use our Site solely for the purpose set out in this contract. You are not permitted to copy our Site, including only partially. While you may make limited copies of transaction related documents (PDF only) for products or services purchased or exchanged through this Site, you agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from or through this Site. Additionally, you agree not to:
a. make any speculative, false, or fraudulent claims about your membership to any loyalty rewards program or make any speculative, false, or fraudulent reservation or any reservation in anticipation of demand;
b. access, monitor or copy any content or information of this Site using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
c. violate the restrictions in any robot exclusion headers on this Site or bypass or circumvent other measures employed to prevent or limit access to this Site;
d. take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
e. deep-link to any portion of this Site (including, without limitation, the purchase path for any transaction) for any purpose without our express written permission; or
f. "frame", "mirror" or otherwise incorporate any part of this Site into any other website without our prior written authorization.
The User shall indemnify, defend and hold harmless Retreeb from and against all claims, suits and actions brought against Retreeb by a third party, and all resulting liabilities, damages, losses and costs awarded by a court or included as part of a final settlement (in addition to reasonable attorney’s fees and disbursements), arising from or relating to The User’s use of the Services in a manner that breaches the terms and conditions of this Agreement or violates applicable laws or regulations.
a) Client shall be responsible for payment of all applicable taxes, if any, to which the Revenue Share Payments might be subject and any and all other taxes which may apply to Client; Retreeb makes no representations in this regard. Client agrees to indemnify and hold Retreeb harmless against any taxes, including penalties, duties and interest levied by any government on the Revenue Share Payments.
b) The User shall be responsible for payment of all taxes, fees and surcharges, however designated, imposed on or based upon the use of the Services and Staking Rewards obtained by the use of Services.
c) Neither Retreeb nor any of its agents shall provide any advice or guidance with respect to the tax obligations of the The User. You are strongly encouraged to seek advice from your own tax advisor to discuss the potential tax consequences of entering into this Agreement and the receipt of any Staking Rewards.
10. Term & Termination
a) The term of this Agreement will begin on the date that The User first Stakes Tokens with Retreeb.
b) Either party may terminate this Agreement if the other party fails to cure any material breach of this Agreement within thirty (30) days after receipt of written notice describing the breach in reasonable detail. In addition, Retreeb may terminate this Agreement by written notice for any reason or no reason whatsoever. Upon the termination of this Agreement, provided that The User is not in material breach of this Agreement, The User will cease to Stake Tokens with Retreeb. Tokens already staked in the Supported Network may not be sent back to the User before their Unbonding Period end, without any reward being given to the User.
c) Upon termination of this Agreement, all licenses to access and use the Services will likewise terminate, and The User will immediately thereafter discontinue all such access and use.
d) Any obligations and duties that by their nature extend beyond the expiration or termination of this Agreement will survive the expiration or termination of this Agreement including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification and limitations of liability.
11. Discontinuation of Service.
Retreeb reserves the right to discontinue Service at any time for any or no reason. If Retreeb decides to discontinue Service, we will publically announce our intention to do so providing a minimum of 30 days notice using public channels including our website, blog, and telegram group.
12. Representations and Warranties
a. Representations and Warranties by Retreeb. Retreeb represents and warrants to Client that: (i) it has the power and authority to enter into this Agreement, (ii) entering into this Agreement will not be a breach or violation of any other contract or agreement to which Retreeb is bound, (iii) it provides the Services using commercially reasonable care and skill in accordance with the service levels outlined.
a) Representations and Warranties by Client. Client represents and warrants to Retreeb that: (i) it has the power and authority to enter into this Agreement, and (ii) entering into this Agreement will not be a breach or violation of any other contract or agreement to which Client is bound.
b) Disclaimer. The Client understands that while Retreeb employs measures to ensure that the Services are accessible 24 hours a day/7 days a week, Retreeb cannot guarantee the uninterrupted or error-free operation performance of the Services or that Retreeb will correct all defects or prevent third party disruptions or unauthorized third party access. In the event of any inaccessibility of the Retreeb Services, Retreeb’s sole liability and obligation will as described in Exhibit A, which is hereby incorporated by reference. Retreeb warranties will not apply if there has been misuse, modification, damage not caused by Retreeb, failure to comply with instructions provided by Retreeb, or if otherwise stated in in Exhibit A. Non-Retreeb services are sold under the Agreement as-is, without warranties of any kind. Third parties may provide their own warranties to Client.
b. Other Warranties and Disclaimers. Each party represents and warrants to the other party that it has the requisite power and authority to enter into this Agreement and to carry out all activities and transactions contemplated hereunder. Retreeb warrants that Retreeb will provide the Services in a professional and diligent manner and in accordance with applicable industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. RETREEB SPECIFICALLY DISCLAIMS ALL LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY THIRD-PARTY PROVIDERS. RETREEB MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE POTENTIAL MARKET FOR THE SERVICE OR THE AMOUNT OF NET REWARDS THAT MAY BE GENERATED HEREUNDER.
13. INTELLECTUAL PROPERTY.
All right, title, and interest in and to the Platform and the Website, including apll modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights therein, shall be and remain Retreeb’s sole and exclusive property.
a. Proprietary Rights. Client acknowledges and agrees that this user license conveys no title or ownership rights to the Retreeb Services and intellectual property. Client does not acquire any rights in the Services, express or implied, other than those expressly granted in this Agreement and all rights not expressly granted to Client are reserved by Retreeb. Retreeb retains all right, title and interest in and to the Retreeb Services, including without limitation, all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all other intellectual property rights, derivatives or improvements thereof.
b. Restrictions. Client will not, and will not permit any other third party to modify, reproduce, copy, reverse engineer, decompile, reverse assemble or otherwise attempt to discover the source code or algorithms for the Retreeb Services, or access the Services in order to build a similar or competitive product or service. Client will not, and will not permit any of its End Users or other third party to use any device, software or routine to interfere with the proper function of the Services. The Retreeb Services may not be used in any jurisdiction for unlawful, obscene, offensive or fraudulent content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, viruses or harmful code, or violating third party rights. If there is a complaint or notice of violation, use may be suspended until resolved, and terminated if not resolved promptly.
c. Acceptable Use. The User may not (a) reverse engineer, dissemble, or decompile any part of the Services. The User shall bear the risk of loss for, and assumes all liability arising from, any unauthorized or fraudulent usage of Services (or any hardware or software component thereof). In addition, The User agrees not to (i) send or store malicious code in connection with the Services or otherwise interfere with or disrupt performance of the Services, (ii) use manual or automated tools to scan or probe the Services in order to determine vulnerabilities, or (iii) attempt to gain access to the Services or its related systems or networks in a manner inconsistent with the permitted use of the Service. Retreeb reserves the right, but is not required, to take any and all action it deems appropriate, including, without limitation, blocking access to geographic areas or suspending access to Services (or any hardware or software component thereof), in order to prevent or terminate any fraud, abuse or illegal use of or activities in connection with the Services or any other breach of this section, provided, however, that any such action by Retreeb shall be consistent with applicable laws, rules, and regulations.
d. Any data, text, graphics, images, audio and video clips, logos, icons, software, and links (collectively, the “Materials”), and any intellectual property and other rights relating thereto, are and will remain the property of Retreeb, our suppliers and/or our loyalty program partners. The Materials and the selection, compilation, collection, arrangement, and assembly thereof are protected by Swiss, EU and other European, U.S. and international copyright, trademark, and other laws, and you acknowledge that these rights are valid and enforceable.
e. You may make limited copies of documents related to transactions conducted via the Site (website generated PDF only) for personal, non-commercial use. You may not copy, reproduce, republish, upload, post, transmit, or distribute the Materials or other content or information available on or through the Site in any way without our prior written permission. Use or downloading of the Materials is conditioned on acceptance of the terms and conditions of any license agreements relating to such Materials, including agreements of third parties. By acquiring or using the Materials, you agree to such terms and conditions.
f. The trademarks, logos, and service marks displayed on the Site (collectively the “Trademarks”) are the registered and unregistered trademarks of Retreeb, our suppliers and/or loyalty program partners, or their respective licensors and suppliers. The Trademarks, whether registered or unregistered, may not be used in any manner that is likely to cause confusion with customers, or in any manner that disparages Retreeb, our suppliers and/or loyalty program partners, or their respective licensors and suppliers. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark.
14. LIMITATION OF LIABILITY.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, RETREEB WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, AND / OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. SPECIFICALLY RETREEB WILL NOT BE LIABLE FOR THE USER LOSSES ARISING FROM SLASHING PENALTIES. IN NO EVENT WILL RETREEB’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER BASED IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE EXCEED THE NET REWARDS OR REVENUE PAID TO THE USER HEREUNDER DURING THE PERIOD SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
RETREEB’S ENTIRE LIABILITY FOR ALL CLAIMS RELATED TO THE AGREEMENT WILL NOT EXCEED THE AMOUNT OF ANY ACTUAL DIRECT DAMAGES INCURRED BY CLIENT, UP TO THE NET REVENUES ACTUALLY RECEIVED BY RETREEB IN THE PRIOR 1 MONTHS WITH RESPECT TO THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM, REGARDLESS OF THE BASIS OF THE CLAIM. RETREEB WILL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, OR ECONOMIC CONSEQUENTIAL DAMAGES, OR LOST PROFITS, BUSINESS, VALUE, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS. THESE LIMITATIONS APPLY COLLECTIVELY TO RETREEB, ITS AFFILIATES, CONTRACTORS AND END USERS.
15. Compliance With Laws.
a) Each party will comply with all federal, state and local laws and regulations applicable to it (“Laws”), and will only enter into this agreement insofar as the activity is in compliance with all applicable Laws. If during the term of this Agreement any Law becomes effective that substantially and materially alters the ability or cost of either party to perform its obligations under this Agreement in whole or part, the party that would bear the altered cost due to the change in the Law should terminate this Agreement and cease using Service.
b) The User acknowledges that the Services are subject to Swiss and EU law. The User agrees to comply strictly with all such laws and regulations as they relate to the Services, and, to the extent consistent with this Agreement, not to download, use, reexport, or transfer the Services into or within Crimea, Cuba, Iran, North Korea, or Syria, or to the governments of these countries, wherever located. The User represents that it is not identified on any Swiss government black list, or any Specially Designated Nationals List, nor will The User permit the use of the Services by any person or entity identified on such a list. The User further represents that it will not use the Retreeb Services for nuclear, chemical, or biological weapons proliferation, or for missile-development purposes, nor will The User permit the use of the Services by any person or entity for such uses. The User further represents that it will not provide, export, reexport, or transfer the Services other than in compliance with the foregoing restrictions.
c) To the extent that any governmental agency or regulatory body in any country takes any action which prevents, restricts, or otherwise limits Retreeb’s ability to provide any portion of the Services to The User, Retreeb shall have no liability in connection with the provision of, or failure to provide, such Services to The User, and Retreeb may, at its option, (a) make a reasonable effort to relocate the Services to another location, or (b) terminate the applicable Services immediately and without penalty.
d) Compliance. Each party shall comply, at its own expense, with all statutes, regulations, rules, ordinances, and orders of any governmental body, department or agency that apply to or result from its obligations under this Agreement. If Client receives any notice or becomes aware of any violation of any law, statute, rule, regulation or ordinance with respect to the White-Labeled Services hereof, Client shall promptly notify Retreeb of such notice or violation.
Retreeb has made no commitments or promises orally or in writing with respect to delivery of any future features or functions of the Services. In relation to any future features or functions, all presentations, request for proposal responses, and/or product roadmap documents, information or discussions, either prior to or following the entering into of this Agreement, are for informational purposes only, and Retreeb shall have no obligation to provide any future releases or upgrades or any features, enhancements or functions, unless specifically agreed to in writing by both parties. The User acknowledges that no decisions are based upon any future features or functions of the Services.
a. Except as otherwise provided in this Agreement, all notices under this Agreement must be in writing and given by personal delivery, recognized national overnight courier service, or by United States registered or certified mail, return receipt requested.
b. Notice given to Retreeb must be delivered to:
Retreeb, 1 Rue de la Cité 1204 Genève, Canton de Genève
c. Retreeb may change the address to which notice must be delivered to it by providing notice of such updated address in accordance with this section.
18. Other General conditions.
a. Changes to This Agreement. Retreeb may revise these Terms of Service from time to time and will post the most current version on its website. If a revision materially amends the Agreement, Retreeb will notify The User (by, for example, the Retreeb Telegram group, posting on Retreeb’s blog or on Retreeb’s website). The User agrees to review the Terms of Service from time to time. By continuing to use or access the Services after the revisions come into effect, The User agrees to be bound by the revised Agreement.
b. Force Majeure. Retreeb shall be excused from any delay or failure in performance of this Agreement to the extent such delay or failure is caused by wildfire, flood, explosion, war, embargo, governmental requirement, civil or military authority, Act of God – in the sense of American Law -, or any other causes beyond its reasonable control. Any such delay or failure shall suspend Retreeb’s obligations to perform under this Agreement until the cause for the delay or failure is removed.
c. No Waiver. No term or provision herein shall be waived, and no breach or default excused, unless such waiver or consent is in writing and signed by the party to which it is attributed. No consent by a party to, or waiver of, a breach or default by the other party, whether expressed or implied, shall constitute a consent to or waiver of any subsequent breach or default.
d. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable, the invalidity or unenforceability shall not invalidate this Agreement or render this Agreement unenforceable, but rather this Agreement shall be deemed modified to the least extent necessary to make it enforceable, and all other provisions of this Agreement will remain unaffected.
e. Assignment. Retreeb reserves the right to assign this Agreement without the prior written consent of the other party. This Agreement and the rights hereunder are not transferable or assignable without prior written consent of the non-assigning party; provided, however, that this Agreement may be assigned by a party (a) to a person or entity who acquires substantially all of such party’s assets, stock or business by sale, merger or otherwise and (b) to an affiliate of such party.
f. Governing Law; Dispute Resolution. This Agreement shall be interpreted, construed and enforced in accordance with the internal laws of the Canton and Republic of Geneva, without regard to its conflict of laws principles. Any dispute arising under this Agreement will be subject to binding arbitration by a single arbitrator within the confines of territory of the Swiss Confederation and the Canton of Geneva. The arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the arbitrator may be entered in any court of the canton of geneva
g. Entire Agreement. This Agreement (including its introduction) constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all other agreements (express or implied), proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter this Agreement by any representations or promises not specifically stated in this Agreement. The protections of this Agreement will apply to actions of the parties performed in preparation for and anticipation of the execution of this Agreement. Except as provided above (i.e., via Retreeb’s amendment to these Terms of Service from time to time) no amendment can be provided by the User.
h. Relations of parties . Neither this Agreement, the relationship created between the parties hereto pursuant to this Agreement, nor any course of dealing between the parties hereto is intended to create, or shall create, an employment relationship, a joint venture, partnership or any similar relationship. Each party is solely responsible for the payroll taxes, workman’s compensation insurance, and any other benefits owed to their own employees.
j. Cookies. All information about cookies can be found in the https://retreeb.io/cookies.html policy page. Opting in or out is to be done through the Google Firebase platform consent form.
k. Publicity. Neither party will issue any press releases or make any other public disclosures regarding this Agreement or its terms or the nature of the parties’ relationship without the other party’s prior written consent. Notwithstanding the foregoing, Retreeb may list Client as a customer on its website and in marketing materials.
l. Misprints and Errors. We endeavour to provide current and accurate information on Retreeb regarding the offers and transactions available to you. Nevertheless, errors and misprints occur. Accordingly, we reserve the right to reject, correct, cancel or terminate any transaction for which the price or offer details were incorrectly displayed or for which any other erroneous or inaccurate information was provided. We reserve the right to do this at any time during the transaction process, including after a transaction has been submitted and even if the transaction has been confirmed by us. Under no circumstances are we obligated to process or complete any transaction based on any error, misprint or otherwise.
m. Language. The contract is deemed, included for its definitions and formulations, to be written in French. All translations available on the website are produced to be as close to the original as possible. Any mistake or misunderstanding related to translations are considered to be caused by errors.
o. Retreeb will not be liable for any delay or failure to perform any of its obligations set forth in this Agreement due to causes beyond its reasonable control.
d. No failure of either party to enforce any of its rights under this Agreement will act as a waiver of such rights. Neither party will bring a legal action arising out of or related to the Agreement more than two years after the cause of action arose.