YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING OR ACCESSING QRYPT SERVICES. BY USING OR ACCESSING THE QRYPT SERVICES, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.
License Grant. Qrypt hereby grants to you a non-exclusive, non-assignable, non-transferable, limited license to use and access the Qrypt Services according to the provisions contained herein.
2. Use Restrictions. You are not permitted to lease, rent, distribute, sell, or sublicense the Qrypt Services or any rights therein. Further, no license is granted to you in the human readable code of the Qrypt Services (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Qrypt Services. You agree that you have no right, power, or authority to make any modifications to or unauthorized copies of the Qrypt Services.
3. Scope of Qrypt Services. Qrypt shall provide to you the following services (collectively, the “Qrypt Services”):
Automation of the creation and storage of cryptographic shards for your digital asset wallets.
Maintenance of all Qrypt-assigned shard materials in a dedicated, segregated environment in AWS.
Backup and redundancy services to ensure secure storage and recovery of shard data.
Replacement and delivery of shard materials upon request.
4. Responsibility for the Use of Qrypt Services. You are responsible and liable for all uses of the Qrypt Services through access thereto, directly or indirectly. Specifically, and without limiting the generality of the foregoing, you are responsible and liable for all actions and failures to take required actions with respect to the Qrypt Services by you or any other person to whom you may provide access to or use of the Qrypt Services, whether such access or use is permitted by or in violation of this Agreement.
5. No Assignment; No Transfer. You agree not to transfer or assign the Qrypt Services or any rights under this Agreement.
6. No Modification; No Reverse Engineering. You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Qrypt Services or assist someone in performing such prohibited acts.
7. Law; Import/Export Restrictions. You are responsible for compliance with all applicable laws, regulations, rules, and legal requirements. You agree not to import or export the Qrypt Services, or any products utilizing the Qrypt Services in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify Qrypt from liability if you violate any such laws or regulations.
8. Ownership. You agree that Qrypt owns and holds all right, title, and interest to the Qrypt Services. Furthermore, all title, ownership rights, and intellectual property rights in the Qrypt Services shall remain with Qrypt, including all corrections, enhancements, or other modifications made thereto. All rights not expressly granted to you under this Agreement are reserved by Qrypt.
9. Term and Termination. This Agreement and the license granted hereunder shall remain in effect until terminated in accordance with this Section.
You may terminate this license at any time through the Bron platform. Your license for the Qrypt Services will also terminate immediately if you fail to comply with any term or condition of this Agreement, file for bankruptcy, become insolvent, or are placed in receivership.
Qrypt may terminate this Agreement at any time and for any reason, with notice to you. Such termination shall be effective immediately upon notice or as specified in the notice of termination.
10. Governing Law. The laws of the State of New York shall govern the construction of this Agreement and you agree to be subject to personal jurisdiction in the State of New York for the purposes of enforcing the provisions of this Agreement.
11. Limited Warranty. THE QRYPT SERVICES ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, QRYPT, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE QRYPTS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE QRYPT SERVICES, 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, THE QRYPT PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED QRYPT SERVICES WILL MEET THE YOU'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER QRYPT SERVICES, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
12. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL QRYPT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, AND/OR COMPUTER FAILURE OR MALFUNCTION. IN NO EVENT WILL QRYPT BE LIABLE FOR ANY DAMAGES EVEN IF QRYPT SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO EVENT SHALL QRYPT’S LIABILITY EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE QRYPT SERVICES.
13. Indemnification. You agree to defend, indemnify, and hold harmless Qrypt from and against all liabilities, costs, damages, and expenses (including settlement costs and reasonable attorneys' fees) arising from any claims from any third party that result from or relate to your use, reproduction, or distribution of the Qrypt Services or your breach of any representation, warranty, or obligation under this Agreement.
14. Severability. In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired.
15. Entire Agreement. You further agree that this Agreement is the complete and exclusive statement of the agreement between you and Qrypt, and supersedes all proposals or prior agreements, oral or written, and all other communications between you and Qrypt relating to the subject matter of this agreement. This Agreement may only be modified by a written agreement signed by both you and an authorized representative of Qrypt.
16. Acknowledgment. By using or accessing any part of the Qrypt Services, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.
17. Force Majeure. Qrypt shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including, but not limited to, labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, public health related orders or quarantines, casualty, government authority, strikes, or acts of God, in which event Qrypt shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.
18. Waiver. The failure or delay by Qrypt to require performance of any provision of this Agreement does not constitute a waiver. All waivers by Qrypt must be provided in writing and signed by Qrypt in each instance, and a waiver in one instance does not constitute a waiver in any subsequent instance.