Nobl is a social media application which allows Users to create a profile which in turn allows the User to upload content to be viewed by other Users, and/or pay to view another User’s content.

The following terms and conditions of use (the “Terms of Use”) constitute an agreement between you (collectively, “User”, “you” or “your”) and Bit Labs Inc., which designs and operates Nobl (“Bit Labs”, “we”, “our”, or “us”).  These Terms of Use govern your use of and access to our mobile application Nobl (the “App”), and all services made available through the App (the “Services”).

ACCEPTANCE OF TERMS

You should carefully review these Terms of Use and, if you do not agree with them, you are not permitted to access or use the App or Services and you should cease using the App and Services immediately and, if you have downloaded or installed the App on to your device, uninstall the App from such device immediately.

By accessing the App or Services, creating an Account (as defined below), submitting information to us or downloading, or by installing or using the App and using the services made available therein, you accept these Terms of Use.  If you do not accept these Terms of Use you must not submit information to or register an Account with us, or download, install or use any of the App or Services.

In order to agree to these Terms of Use, you need to be (1) old enough to enter into this agreement on your own in your local jurisdiction; and (2) at least 13 years old.

For avoidance of doubt, you acknowledge that your acceptance of these Terms of Use is supported by good and valuable consideration including, but not limited to, the limited license granted in these Terms of Use, and you acknowledge receipt and sufficiency of such consideration.

These Terms contain a provision below limiting how and where disputes may be adjudicated.

PRIVACY

By accessing or using the App and/or Services, or otherwise accepting or agreeing to these Terms of Use, you consent to the collection, use and disclosure of your personal information by Bit Labs as set out in the Privacy Policy, which may be amended from time to time and which is incorporated into this Terms of Use.  The Privacy Policy sets out the types of personal information that we collect through your use of the App and Services, and the purposes for such collection, use and disclosure.

USER ACCOUNTS

Eligibility and Registration

Access to and use of the App and/or Services is available only to Users who have a registered an account (the “Account”) through the App and who have agreed to be bound by these Terms of Use.  If you do not have a valid registered Account, you are not authorized to use or access the App and may not be authorized to use or access certain portions of the Services.  Bit Labs retains the sole discretion to approve applications for registration.

When you register for or update your Account, access the App or use the Services, you may be required to provide us with certain personal information, which may include your name and e-mail address.  This information will be retained and used by Bit Labs in accordance with its Privacy Policy.  You agree that all information provided by you to Bit Labs via your Account will be accurate and complete and you are responsible for updating it in your Account.

Downloading the App and Compatible Devices

The App and the Services operate on certain operating systems and are available through third party application stores on mobile devices.  Currently, the App is available to be downloaded onto mobile devices with iOS and Android operating systems from the Apple App Store and Google Play.  You acknowledge and agree that Bit Labs is not responsible for ensuring that your mobile device’s software is compatible with the App, or that you can use or access the App or Services through your mobile device.  In addition, the terms and conditions of the applicable app store from which you are downloading the App will also apply.  We reserve the right to terminate your use of the App should you use the App with an incompatible or unauthorized device.

You agree that Bit Labs may enforce this Agreement directly, as may the owners of the operating systems on which the App runs, such as Apple and Google, who will also have the right to enforce this Agreement against you as a third party beneficiary thereof.  This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user”.  In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall apply.

Electronic Communications

You consent to receive electronic communications from Bit Labs either in the form of email, push notification or in-App notification to your mobile device or other forms of electronic messages sent to you at the addresses listed on your Account or by communications posted on or notifications through the App.  You acknowledge and agree that any electronic communication shall satisfy any legal requirement that such communication or notification be in writing.  Please see our Privacy Policy for information on how to unsubscribe from certain promotional and marketing electronic communications from Bit Labs.

Usernames and Passwords

When you register for an Account, you will create a username.  Your username may be publicly visible in certain areas of the App and/or Services.  For this reason, you should avoid choosing a username that could compromise the security of any of your personal information.  Bit Labs reserves the right to reject and/or remove any username and to require you to choose a different username at any time, for any reason and acting in our sole discretion, including but not limited to a third party claim that the username violates its rights.  You agree that you will not select or use a username that is the name of, or makes reference to, another person or entity for the purposes of impersonating that person or entity or for falsely creating the appearance that you are associated with the person or entity.  Furthermore, you agree that you will not select or use a username: (a) in which another person or entity has legal rights unless you have that person or entity’s express permission to do so; or (b) that a reasonable person would consider to be offensive.

You are responsible for protecting the confidentiality of your username and password, and for restricting access to your computer or device, and you agree to accept responsibility for all activities that occur under your Account.  You are not permitted to share your Account or sign in information or to allow any other person to access to your Account.  You agree to notify us immediately if you suspect or become aware of any unauthorized use of your password(s), or any other security breach involving your Account or the App and/or Services at info@165.227.203.205.  We are not responsible for any unauthorized access of your Account or passwords even if you have advised us as such.  You are responsible for all activities that occur under your Account, whether or not such activities have been authorized by you.

Accessing Your Account

Each time that you sign into and access an Account, you represent and warrant that:

  • you are the person who registered for the Account;
  • all of the personal information registered in connection with the Account is current, complete and accurate;
  • you are accessing the App and using the App and/or Services solely for lawful purposes and in strict compliance with these Terms of Use;
  • you are accessing the App and/or Services solely for your own personal, non-commercial purposes, except where certain Users are accessing the App for the limited purpose of charging other Users to follow their profile or to view certain content on their profile;
  • you are not, and are not acting on behalf of, any competitor or prospective competitor of Bit Labs;
  • you are not accessing the App and/or Services for any illegal purpose or to advertise or solicit other Users for any commercial purpose; and
  • you will logoff and exit the Account at the end of each session.

THE WALLET

CONTENT OWNERSHIP, USE AND INTELLECTUAL PROPERTY RIGHTS

Laws and Regulations

Your access to and use of the App, Services and Content (defined below) is subject to all applicable international, federal, provincial, state and local laws and regulations.  You agree to comply with all applicable laws in relation to your access to and use of the App, Services and Content.

Limited End User License

Subject to your strict compliance with these Terms of Use, Bit Labs grants you a limited, revocable, non-exclusive, personal, non-transferable license, without the right to sublicense, to access and use the (i) App, (ii) Services, and (iii) content which you have downloaded, installed, purchased or subscribed for (“Content”), as applicable, on a single computer, mobile device or media platform, including applications downloaded directly from a legitimate marketplace (the “License”).  You shall not acquire any ownership rights in any of the App, Services or Content, with the exception of any User Generated Content (as defined below).  Except as expressly permitted under these Terms of Use, you will have no right to, directly or indirectly, own, use, loan, sell, rent, lease, license, sublicense, assign, copy, translate, transmit, modify, adapt, enhance, improve, create any derivative works from the App and/or Services, disclose any part or feature of the App and/or Services that Bit Labs has not publicly disclosed, or display, distribute, publicly perform or any other way exploit the App, Services or the Content in whole or in part.  You acknowledge and agree that we may modify, suspend or remove any Content or features of the App and/or Services at any time in our sole and absolute discretion.

The term of your License commences on the date of your acceptance of these Terms of Use and shall end on the earlier date of your or Bit Labs’ suspension or termination of your Account.  Your License shall terminate immediately, automatically and without notice if you attempt to circumvent any technical protection measures used in connection with the App, Services or Content or you otherwise breach these Terms of Use.

Data Collection and Ownership

Bit Labs may collect data which is associated with your computer, mobile device, and/or media system platform and which includes, but is not limited to: l (the “Usage Data”).  You agree that your Usage Data will be owned by Bit Labs without providing additional compensation to you or any other person and without any liability whatsoever.

User Generated Content

Bit Labs does not claim ownership of your User Generated Content.  However, you grant Bit Labs a perpetual, unrestricted, unlimited, non-exclusive, irrevocable license to fully exploit all information, data, text, graphics, photos, audio clips, sounds, videos or other content and materials that you generate in connection with your use of the App or Services (“User Generated Content” or “UGC”), without notice or compensation to you of any kind.  You hereby waive all moral rights in your UGC in favour of Bit Labs and its successors and assigns.  The license granted to Bit Labs and the above waiver of moral rights will survive any termination of these Terms of Use.

By submitting the UGC, you declare and warrant that you own or have the necessary rights to submit the UGC and have the right to grant the licence hereof to us and [our affiliates and service providers, and each of their and] our [respective] licensees, successors, and assigns to the UGC and comply with these Terms of Use.  You represent and warrant that all UGC shall comply with applicable laws and regulations.You understand and agree that you, not Bit Labs, are fully responsible for any UGC you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy.  Bit Labs is not responsible or legally liable to any third party for the content or accuracy of any UGC submitted by you or any other User of the App.

Bit Labs is under no obligation to review any material whatsoever including but not limited to profiles, messages, information, or other User Generated Content posted in any public or private area through the App and/or Services by you or any other Users and assumes no responsibility or liability relating to any such User Generated Content.  Notwithstanding the above, Bit Labs may from time to time monitor, and/or engage a third party to monitor, the User Generated Content.  This includes, but is not limited to, filtering of chats, comments, messages and other User Generated Content.  Bit Labs has the right, without provision of notice to:

  • remove or refuse to post on the App any UGC for any or no reason in our sole discretion;
  • at all times, take such actions with respect to any UGC deemed necessary or appropriate in our sole discretion, including, without limitation, for violating the Terms of Use; and
  • take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the App.

Feedback

You agree that any and all creative ideas, notes, drawings, suggestions or other information that you may provide to Bit Labs, whether solicited or unsolicited, as a User or otherwise (“Feedback”), is the property of Bit Labs [or our content partners and third party licensors], including all intellectual property rights therein, without providing any compensation to you or any other person and without any liability whatsoever.  You hereby irrevocably assign all intellectual property rights throughout the world and in perpetuity in and to the Feedback to Bit Labs and irrevocably waive all moral rights you may have therein.  You may submit Feedback by emailing us at: info@165.227.203.205.

Trademarks, Logos and Branding

The trademarks, logos, signs, symbols, images and brands (“Marks”) displayed on the App are the property of Bit Labs, and our other partners or service providers where named.  You are prohibited from using any Marks for any purpose including, but not limited to, use as metatags on other pages or sites on the Internet without the written permission of Bit Labs or such third party which may own the Marks, which permission may be withheld in the sole discretion of the owner of the relevant Marks.  All Content available on or through the App or Services is protected by intellectual property laws.  You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any Content for commercial purposes.  Use of any such Marks, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject you to legal action.

Violation of Third Party Rights

You represent and warrant that all content of any kind that is uploaded to or transmitted through the App or Services will not violate or infringe upon the rights of any third party including, but not limited to, any trade secret, copyright, trade-mark, trade dress, patent, privacy, publicity, confidentiality or other personal or proprietary rights of any such third parties.  Bit Labs may terminate the privileges of any User who utilizes the App, Services or Content to unlawfully publish, transmit, link or otherwise provide access to copyrighted material without a valid license, the express consent of the copyright owner or a fair dealing or fair use exemption (or equivalent under applicable law) and the User shall have the burden of establishing the same to the satisfaction of Bit Labs, acting in its sole discretion.

All notices of copyright infringement claims should be sent to info@165.227.203.205.

CONDITIONS OF USE AND CONTENT STANDARDS

You are responsible for behaving in a safe, legal and appropriate manner in using the App and/or Services.  You accept full liability and responsibility for your actions.  Without limiting the generality of the foregoing, you acknowledge and agree that in the course of using the App or the Services, you will not engage in behaviour that you knew or ought to have known was reckless or negligent, and you will not harass anyone.

In addition, you must not use the App, Services or Content, or assist or encourage any other party, to engage in, amongst other things, any of the prohibited activities in relation to the App, Services and/or Content set out below.  This includes, but is not limited to, when using the chat or messaging features on the App.

It is a material violation of these Terms of Use for a User to engage in any of the following:

  • copying, framing or mirroring any part of the App, Services or Content;
  • using, copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code of the software underlying the App or Services or any part thereof, unless expressly permitted or required by law, and in any case, without providing prior written notice to Bit Labs;
  • publishing, transmitting, distributing or storing content, material, information or data that: (i) is illegal, obscene (e.g. nudity), profane, defamatory, vulgar, threatening, discriminatory, harassing, abusive, or hateful or that advocates violence; (ii) is harmful to or interferes with the App or Services or any third party’s networks, equipment, applications, services or websites (e.g., viruses, worms, Trojan horses, etc.); (iii) infringes, dilutes, misappropriates or otherwise violates any privacy, intellectual property, publicity or other personal rights including, without limitation, copyrights, patents, trademarks, trade secrets or other proprietary information (including unauthorized use of domain names); or (iv) is fraudulent or contains false, deceptive or misleading statements, claims or representations (such as “phishing”);
  • stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws or regulations;
  • attempting to disrupt, degrade, impair or violate the integrity or security of the App or Services or the computers, services, Accounts or networks of any other party (including, without limitation, “hacking,” “denial of service” attacks, etc.), including any activity that typically precedes attempts to breach security such as scanning, probing or other testing or vulnerability assessment activity, or engaging in or permitting any network or hosting activity that results in the blacklisting or other blockage of Bit Labs internet protocol space;
  • distributing, or disclosing any part of the App, Services or Content in any medium, including without limitation by any automated “scraping”, other than through any technology or means provided or authorized by the App or Services;
  • using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the App in a manner that sends more request messages to Bit Labs than a human can reasonably produce in the same period of time by using a conventional web browser;
  • taking any action that imposes, or may impose, an unreasonable or disproportionately large load on our infrastructure, as determined by Bit Labs in its sole and absolute discretion;
  • collecting or harvesting any information relating to an identifiable individual, including usernames, e-mail addresses and information about Users of the App, Services, or Content, from the Services;
  • using the App, Services or Content for any commercial solicitation purposes;
  • accessing any Content on the App or Services through any technology or means other than those provided or authorized by the App or Services;
  • submitting to the App, or Services or to Bit Labs any information that may be protected from disclosure by applicable law;
  • bypassing the measures we may use to prevent or restrict access to the App, Services or Content, including, without limitation, features that prevent or restrict use or copying of any Content or enforce limitations on use of the App, or Services or the Content therein;
  • violating any applicable law, or encouraging any conduct that could constitute a criminal offense or give rise to civil liability;
  • removing, modifying or obscuring any copyright, trademark or other proprietary rights notices contained in or on the App or Services;
  • executing any form of network monitoring or running a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Bit Labs’ servers or any data not intended for you;
  • impersonating or attempt to impersonate Bit Labs, a Bit Labs employee, another User, or any other person or entity (including, without limitation, by using email addresses, or usernames associated with any of the foregoing);

 

  • promoting any illegal activity, or advocating, promoting, or assisting any unlawful act; or

 

  • giving the impression that you originate from or are endorsed by us or any other person or entity, if this is not the case.

Users can report any conduct or content that they believe is unacceptable use to Bit Labs at info@165.227.203.205.

LINKED SITES

The App, Services or Content may contain links to websites, products and other resources operated by third parties other than Bit Labs (“Linked Sites”).  Such links are provided solely as a convenience to you.  Bit Labs does not control such Linked Sites, and is not responsible for the content, products, services or information offered by any third parties.  The inclusion of links to the Linked Sites on the App or Services does not imply any endorsement or any website or the content, products or services offered, advertised, endorsed or promoted by any third party, or of any company or person.  If you decide to access any Linked Sites or acquire any third party products or services, you do so entirely at your own risk, and you may be subject to the terms and conditions and the privacy policies imposed by such third parties.

CHARGES AND PAYMENTS

In this section of the Terms of Use, the following terms have the following meanings:

  • “Commission” means the amount calculated as a percentage of the Revenue paid by a User to view a Creator’s profile, and/or to view a Creator’s UGC;
  • “Creator” means a User who charges other Users a fee to follow their profile on the App and/or who uploads UGC on the App to be viewed by other Users for a fee; and
  • “Revenue” means the amount paid by a User to Bit Labs to follow another User and/or to view another User’s UGC.

Creators who set up their Account to charge Users fees to follow them and/or view specific UGC may be able to receive compensation if another User requests to follow them, or requests to view certain UGC (i.e. a specific post on the Creator’s profile).

As a User, you understand that if you request to follow a Creator or to view a Creator’s UGC you may be charged.

Where Bit Labs receives payment from a User to follow a Creator’s profile or to view a Creator’s UGC, Bit Labs receives such payment on behalf of the Creator.  On receipt of payment by Bit Labs, the Creator shall be obliged to allow the User to follow them or to view their UGC, as applicable.

When a User requests to follow a Creator’s profile or requests to view a Creator’s UGC, as applicable, Bit Labs will take payment from the requesting User’s bitcoin wallet and l.

Bit Labs charges a service fee to Creators who charge other Users to follow their profile on the App and/or to view certain UGC.  The service fee is currently 20% of that Creator’s Revenue.  This means that a User’s Commission will be 80% of the Revenue generated by Users who pay to follow a Creator’s profile and/or view UGC posted on the App by a Creator.

Bit Labs will ensure that Creators receive the Commission from Bit Labs.  The difference between the Revenue and the Commission is the fee charged by Bit Labs to Creators for providing, maintaining and operating the App.  The Commission is 80% of the Revenue generated by Users who pay to view UGC uploaded by a Creator.

All charges will be due immediately.  You agree to pay for all charges from the bitcoin wallet connected to your Account.  You are responsible for ensuring that the bitcoin wallet linked to your Account has sufficient currency in the wallet.  All payments by a User to follow a Creator and/or to view a Creator’s UGC are final and non-refundable, except where required by applicable law.

All fees, including service fees charged by Bit Labs and fees charged by Creators, are subject to change without notice.  The fee that a Creator charges another User for access to his or her content on the App will be clearly displayed l

Fees charged to a User will be clearly stated in your order confirmation email.  Posted fees [do/do not] include taxes.  We strive to display accurate fee information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability.  We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

Bit Labs reserves the right to determine and modify fees associated with the App and its Services.  You are responsible for all charges connected with your Account using the App, regardless or your awareness of the applicable fees and/or taxes.  You also understand and agree that you are responsible for managing and updating the bitcoin wallet associated with your Account to ensure that it is current and accurate.

DISCLAIMERS

Bit Labs is not responsible for the conduct of any User of the App or its Services.  By using the App and/or Services, you agree to accept such risks and agree that Bit Labs is not responsible for the acts or omissions of Users on the App.

You should be careful about what information you choose to share with other Users.  Bit Labs is not responsible for the use of any personal information that you disclose to other Users on the App or while using the Services.

Bit Labs is not responsible for any charges, including data overage fees, that may be charged by your mobile device service provider as a result of your use of the App.  You are responsible for monitoring your own data consumption, and any charges incurred by you as a result.  You should check with your mobile device carrier to understand what data and messaging rates will apply when you access and use the App through your mobile device.

NO WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE APP, SERVICES AND ALL CONTENT ON THE APP INCLUDING LINKED SITES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, SUITABILITY OR ACCURACY.  BIT LABS DOES NOT WARRANT THAT THE APP, SERVICES OR CONTENT ARE SUITABLE FOR OR WILL MEET YOUR REQUIREMENTS, ARE FREE OF DEFECTS, THAT THE OPERATION OF THE APP OR SERVICES WILL BE FREE FROM INTERRUPTION ORERROR-FREE, AND BIT LABS DOES NOT WARRANT THAT ERRORS OR DEFECTS IN THE APP, SERVICES OR CONTENT WILL BE CORRECTED.  FURTHER, BIT LABS DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE APP, OR ANY LINKED SITE, INCLUDING ANY THIRD-PARTY ACTIVITIES, AND BIT LABS SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY THROUGH THE APP, ANY LINKED SITE OR OTHERWISE.

LIMITATION OF LIABILITY

Limitation of Liability for the Use of the App and Services

YOU AGREE THAT BIT LABS, ITS AFFILIATES AND SUBSIDIARIES AND ANY OF THEIR RESPECTIVE OFFICES, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS WILL NOT BE LIABLE, WHETHER UNDER STATUTE OR IN CONTACT, TORT, STRICT LIABILITY, EQUITY OR UNDER ANY OTHER LEGAL THEORY, FOR ANY PERSONAL INJURY (INCLUDING PARALYSIS), PERSONAL PROPERTY DAMAGE, BREACH OF PRIVACY, LOSS, ACCIDENT OR DEATH OR ANY DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR SPECIAL LOSS OR DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION, THE REPLACEMENT COST OF PERSONAL PROPERTY, THE COST OF PROCURING SUBSTITUTE SERVICE OR LOST OPPORTUNITY, REPUTATIONAL LOSS OR DATA CORRUPTION OR DATA LOSS) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE APP, SERVICES, CONTENT OR A LINKED SITE, OR FOR ANY DELAY OR INABILITY TO USE THE APP, SERVICES, CONTENT OR A LINKED SITE, HOWSOEVER ARISING INCLUDING NEGLIGENCE, EVEN IF BIT LABS IS MADE AWARE OF THE POSSIBILITY OF SUCH INJURY, LOSS, ACCIDENT, DEATH OR DAMAGES.

THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES, MALWARE OR MALICIOUS APP WHICH MAY INFECT A USER’S EQUIPMENT OR DEVICES, FAILURE OF THE APP AND/OR SERVICES TO BE COMPATIBLE WITH YOUR HARDWARE OR APP, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION OR INTERCONNECT LINES OR FIBER, OR OTHER CONNECTIVITY PROBLEMS, UNAUTHORIZED ACCESS OR UNAUTHORIZED DISCLOSURE OF PERSONAL INFORMATION OR DATA, THEFT, LOSS OF DATA, OPERATOR ERRORS, STRIKES OR OTHER LABOUR PROBLEMS OR ANY FORCE MAJEURE EVENT.  BIT LABS CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, ERROR FREE OR SECURE ACCESS TO THE APP OR SERVICES.

Cap on Liability

APPLICABLE LAWS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.  HOWEVER, EVEN IF THIS IS THE CASE, IN NO EVENT SHALL THE TOTAL LIABILITY OF BIT LABS FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION AND COSTS AND EXPENSES (INCLUDING LEGAL FEES) WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR UNDER ANY OTHER LEGAL THEORY, RELATED TO YOUR USE OF, OR THE INABILITY TO USE, THE APP AND/OR SERVICES EXCEED THE GREATER OF THE AGGREGATE OF ALL AMOUNTS PAID BY YOU TO BIT LABS AND $100 (EXCEPT AS NOTED IN THE ARBITRATION SECTION BELOW).

INDEMNITY

YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS BIT LABS AND ITS AFFILIATES AND SUBSIDIARIES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ALL CLAIMS, LIABILITIES, ACTIONS AND CAUSES OF ACTION BROUGHT AGAINST AND ALL COSTS AND EXPENSES (INCLUDING LEGAL EXPENSES ON A FULL INDEMNITY BASIS AND ANY OTHER FEES AND EXPENSES INCURRED FOR INVESTIGATING OR DEFENDING ANY ACTION OR THREATENED ACTION, AS WELL AS SETTLEMENT COSTS) WHICH ANY OF THE INDEMNIFIED PARTIES MAY SUFFER OR INCUR ARISING FROM OR IN CONNECTION WITH: (I) YOUR USE OR MISUSE OF THE APP, SERVICES, CONTENT, ANY LINKED SITES OR THIRD PARTY ACTIVITIES; (II) YOUR BREACH OR ALLEGED BREACH OF ANY OF THESE TERMS OF USE; (III) YOUR VIOLATION OR ALLEGED VIOLATION OF ANY APPLICABLE LAW; (IV) YOUR NEGLIGENCE OR WILFUL MISCONDUCT; (V) YOUR INFRINGEMENT OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS; AND (VI) ANY OTHER ACTIVITIES IN CONNECTION WITH THE SERVICES.

WITHOUT DEROGATING FROM OR EXCUSING YOUR OBLIGATIONS UNDER THIS SECTION WE RESERVE THE RIGHT (AT YOUR EXPENSE), BUT ARE NOT UNDER ANY OBLIGATION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER WHICH IS SUBJECT TO AN INDEMNIFICATION BY YOU EVEN IF YOU CHOOSE TO DEFEND OR SETTLE IT.  YOU AGREE NOT TO SETTLE ANY MATTER THAT IS SUBJECT TO AN INDEMNIFICATION BY YOU WITHOUT FIRST OBTAINING OUR EXPRESS APPROVAL.

DISPUTE RESOLUTION

VIOLATIONS OF THESE TERMS AND TERMINATION

Bit Labs may monitor, terminate or suspend your Account or our Services at any time.

You acknowledge and agree that Bit Labs may, acting in its sole discretion and without prior notice to you, terminate or suspend your ability to access each or all of the App or Services or any portions thereof, and cancel your Account for any reason including, without limitation: (i) if you violate or otherwise fail to strictly comply with any term or provision of these Terms of Use; (ii) if we have determined that your use has created or potentially created risk or legal exposure for Bit Labs; or (iii) in response to requests by law enforcement or any other government agencies.

In addition to the foregoing, Bit Labs reserves the right to pursue all remedies available at law and in equity for violations of these Terms of Use.  You acknowledge and agree that monetary damages may not be an adequate remedy for any violation of these Terms of Use by you and, without limiting any of Bit Labs’ other remedies, you hereby consent to, and authorize Bit Labs to obtain, an injunction or other equitable relief from any court of competent jurisdiction without the necessity of having to post any bond or other form of security.

These Terms of Use, as amended from time to time by Bit Labs, shall remain effective until terminated by you or Bit Labs.  Upon termination of these Terms of Use for any reason, you must cease use of your Account, cease accessing the App, Services and Content, delete the App from your mobile device and promptly delete, purge and destroy all electronic and other copies of any Content.

UPDATES AND CHANGES

Bit Labs reserves the right, acting in our sole discretion and at any time, to revise these Terms of Use.  We will give you notice of such revisions by posting the revisions to the App.  Changes are effective immediately upon posting.  It is your responsibility to ensure that you are aware of the current Terms of Use when you access or use the App and/or Services.  Your continued use of the App or Services after any such changes come into effect shall constitute your acceptance of such changes.

You acknowledge and agree that the App and Services are under continual development and may include public patches and/or updates, which are generally available to all Users, or private patches and/or updates which are available to a smaller number of Users for testing and feedback before being made generally available.  You further acknowledge and agree that you may be required to accept public patches and updates to the App and/or Services from time to time in order to continue to access the App and/or Services and your related Account.  You acknowledge and agree that Bit Labs may update, modify, patch and/or discontinue any aspect of the App and/or Services, by remotely installing updates and patches or otherwise, without your consent or approval and with or without prior, or any, notice to you.

You acknowledge that it may be necessary for you to update or upgrade third party software, hardware and devices from time to time in order to continue to access and use the App and/or Services and your related Account.  Bit Labs reserves the right to modify or increase the system specifications necessary to access and use the App and/or Services at any time and without notice and you are responsible for purchasing any necessary additional technology, systems or services in order to continue to access and use the App, Services and/or your related Account in the event of any change in the system specifications.  Bit Labs reserves the right, at any time and without notice or liability to you, to update, modify and/or reset certain parameters of the App and/or Services.

Bit Labs reserves the right, acting in its sole discretion and with or without prior notice to you, to do any of the following:

  • modify, suspend or terminate operation of, or access to, any portion, features or functions of the App and/or Services including, but not limited to, hours of availability, geographical availability and applicable policies or terms;
  • make changes to any fees or charges, if any, related to your use of the App and/or Services;
  • remove links or references to any Linked Sites from the App and/or Service;
  • make changes to the equipment, hardware or software required to use and access the App and/or Services; and
  • interrupt the App and /or Services, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction or other modifications.

GENERAL

Jurisdiction

The App is operated from and Bit Labs is located in the Province of British Columbia, Canada.  By electing to access the App, or Services from any jurisdiction outside of Canada, you accept full responsibility for ensuring that your use of the App or Services is in compliance with all laws applicable within that other jurisdiction.  Bit Labs makes no representation that materials, products and services available on or through the App are appropriate or available for use in jurisdictions outside of Canada.  You are not permitted to access the App or Services from any jurisdiction in which the Content is illegal or accessing the App or Services is illegal.  You may not use, export or re-export any materials, including any Content, from the App or Services in violation of any applicable laws or regulations.

Waiver and Severability

The failure of Bit Labs to enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision.  In the event that any provision of the Terms of Use shall, in whole or in part, be determined to be invalid, unenforceable or void by a court of competent jurisdiction, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in anyway the remainder of such provision or any other provision of the Terms.

Notices

Any notices or other communications permitted or required hereunder, including but not limited to modifications to these Terms of Use and/or any policy referred to herein, will be in writing and given by Bit Labs (i) via email (in each case to the email address provided by you for your Account) or (ii) by posting to the App.  Notice delivered by email will be deemed to have been received on the date on which such notice is transmitted.

Governing Law

These Terms of Use and your legal relationship with Bit Labs shall be governed by and construed in accordance with the laws of the Province of British Columbia, together with the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule, and notwithstanding your domicile, residence, or physical location.  These Terms of Use shall not be governed by the United Nations Convention on Contracts for the Sale of Goods.  The controlling language of these Terms of Use is English.

Assignment

You may not assign any of your rights or obligations hereunder, whether voluntarily or by operation of law except with the prior express written consent of Bit Labs, which consent may be withheld in Bit Labs’ sole discretion, and any attempted assignment in violation of the foregoing is void.  Bit Labs may assign any or all of its rights and obligations hereunder to an affiliate, subsidiary or a successor in title to the App and/or the business and undertaking of Bit Labs.

Enurement

These Terms of Use shall enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors and permitted assigns.

Force Majeure

Bit Labs will not be liable for, or be considered to be in breach of or default under these Terms of Use on account of, any delay or failure to perform as required by these Terms of Use as a result of events beyond the reasonable control of Bit Labs, including without limiting the foregoing where the delay or failure is due to fires or fire related hazards, explosions, power outages or interruptions, brownouts, internet service provider failure or delay, cyberattacks, earthquakes, floods, spills, epidemics, acts of God, war or acts of war, acts of terrorism, riots, strikes, lockouts or other labour or contractor actions, acts of public authorities, or delays or defaults caused by common carriers, or other similar events which cannot reasonably be foreseen or provided against.

Entire Agreement

These Terms of Use, together with the Privacy Policy and any supplemental terms and conditions, constitute the entire agreement between the parties concerning the subject-matter hereof and supersede and replace any and all prior oral or written understandings or agreements between you and Bit Labs regarding the App and the Services.

Survival

The provisions of these Terms of Use which require or contemplate performance after the expiration or termination of these Terms of Use shall remain enforceable notwithstanding such expiration or termination.

Relationship

The relationship between the parties is that of independent contractors and neither party shall have the authority to bind the other in any way.

Questions and Complaints

Support is available by contacting Bit Labs at info@165.227.203.205 to receive feedback and to support you with any issues with the Terms of Use, App or Services.

Last updated: 05/14/2021