PRIVI Chain Inc (hereinafter 'The Company’ or ‘PRIVI') is incorporated in the British Virgin Islands. The company has designed, built, and deployed a state of the art web based platform which allows users to control the fluidity of information over web based systems. Users will receive PRIVI Tokens also known as PRIVI Coins that will work alongside the newly developed ecosystem by the company.
This PRIVI Token will be built using distributed ledger technology which contains unchangeable code functions, leveraging software which will enable its users to own and distribute a specific type of PRIVI Token.
As part of an international growth strategy, it is anticipated that PRIVI Token will provide new and advanced features to its units which are designed to expanded its abilities. Additionally, the company will enhance its administrative, technical and development services to this blockchain technology network enabled by its users.
In order to fund software development, promotion, marketing, legal compliance procedures, and ecosystem building, PRIVI initiates this crowdfunding campaign to offer software PRIVI Tokens for sale to users, charitable donors, and others interested in the promotion of our offering.
Overview of Network and Services PRIVI is a revolutionary platform that uses elements of blockchain, AI, and cryptography to enable users to interact with online data in a totally unique way.
The PRIVI Token will be use Ethereum blockchain technology and accessible from most computer and mobile devices with a private ERC-20 wallet. PRIVI also uses elements of other private blockchains like Hyperledger Fabric to allow for scalability and other benefits.
TERMS AND CONDITIONS -- DISCLAIMERS PLEASE READ THESE TERMS OF PRIVI TOKEN SALE CAREFULLY. NOTE THAT SECTIONS OF THESE TERMS AND EXHIBITS CONTAIN CLAUSES REQUIRING BINDING ARBITRATION AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE PRIVI TOKENS.
Your purchase of PRIVI Tokens (“Tokens”, or “Coins”) during the PRIVI Token sale period (“Sale Period”) from PRIVI Chain Inc (“Company,”, “PRIVI” “we,” or “us”) is subject to these Terms of Sale (“Terms”). Each of you and Company is a “Party,” and together the “Parties.”
By purchasing Cache Tokens from us during the Sale Period, you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us at www.priviprotocol.io.
Updates to the Terms and Conditions of the PRIVI Token sale:
PRIVI reserves the right, at it’s sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the PRIVI website www.priviprotocol.io. Any Purchasers will be deemed to have accepted such changes by purchasing a unit, PRIVI Tokens, engaging with our website, or undertaking any action for the advancement of the project. These Terms may not be otherwise amended except in a signed writing executed by both the Purchaser and PRIVI. For purposes of this agreement, "writing" does not include an e-mail message and a signature does not include an electronic signature. If at any point you do not agree to any portion of the then-current version of the Terms, you should not purchase the unit or any PRIVI Tokens on offer.
You and PRIVI agree as follows: Purpose and Use of PRIVI Tokens in the Network
The purpose of the PRIVI Token is to facilitate the network protocol being created and released by Company which allows users to transfer and share data in a decentralized manner. PRIVI Protocol (the “Network”) is utilizing blockchain technology backed with a website that allows members to control, monitor, and trade their personal data collected on the internet and during the use of social media websites, with media companies. (collectively, the “Services”). These services, website, and software applications are designed to complement certain social objectives aimed to promote social and financial inclusion of all users.
The PRIVI Tokens issued during the sale period are intended to facilitate the provision of Services from Company through Company’s software applications, and product development which serves as a user interface and development platform on the Network. Important additional details regarding the Network, Services, and Company are provided in Exhibit A, and other exhibits herein.
This is not a solicitation for investment and in no way is intended as an offering of securities in any jurisdiction. This is a crowdfunding project where those who put in certain amounts of digital tokens will be rewarded with PRIVI Tokens.
Since the PRIVI Tokens are designed only for particular uses with respect to the PRIVI ecosystem, it is not necessarily merchantable and does not necessarily have any other use or value. PRIVI views the PRIVI Token(s) as a kind of consumable virtual fuel or tool(s) without any specific outlook or expectation on its merchantability or market price.
I. NON-FINANCIAL NATURE OF PRIVI TOKENS
Being a transfer mechanism to establish the level of participation by a user to enable us to develop the PRIVI Ecosystem, by its design PRIVI Token is NOT and shall in NO case be understood, deemed, interpreted or construed as:
(i) any kind of currency or money, whether fiat or not;
(ii) equity interest, voting or nonvoting securities (or its like) in, or claims against, Cache Token including its members, shareholders, consultants, directors or any other entity in any jurisdiction;
- equity or debt investment of any kind in any venture;
- any securities having intrinsic value or market price;
- any form of financial derivatives;
- any commercial paper or negotiable instrument;
- any form of investment contract between the relevant holder and any other person;
- any commodity or asset that any person is obliged to redeem or purchase; or
- any note, bond, warrant or other certificate that entitles the holder to interest, dividend or any kind of return from any person.
For more information about PRIVI, the Wallet, the Services, or the PRIVI sale event, please visit www.priviprotocol.io (the “PRIVI website” or the "Site"), the PRIVI Terms of Services, or Terms of PRIVI Token Sale, or the Whitepaper (“Whitepaper”).
II. SALE AND PURCHASE – PRIVI TOKEN SALE EVENT PARTICIPATION
(i) Participation in the PRIVI Token sale is voluntary. No person will be deemed as committed or obliged to participate in the PRIVI Token Sale Event or purchase any PRIVI Tokens for visiting the site, registering himself/herself with the site, requesting or reading any materials (such as these Terms, Disclaimers, or the Whitepaper) made available by the PRIVI website or communicating with PRIVI in any manner.
Since Purchase of PRIVI Tokens during this PRIVI Token Sale Event is made on a purely voluntary basis, it should be understood that Purchase, holding or use of any PRIVI Tokens is not risk-free. See “Risk Factors” discussed below for details.
Each person shall only participate in the PRIVI Token Sale Event (a “Purchaser”) through their personal account and register their email on our website.
Each Purchaser will, upon participating in the PRIVI Token Sale Event, be deemed as having perused and comprehended these Sale Terms, the Disclaimers, the Whitepaper and the Terms of PRIVI Token Sale in full (inter alia, the risk factors set forth below) and having voluntarily accepted all the warranties and disclaimers made and the risks disclosed hereunder.
Relevant PRIVI Tokens subscribed by any Purchaser will be sent by PRIVI Token to the ERC-20 address the Purchaser is sending funds from.
PRIVI shall be entitled to take any action to identify any Purchaser at any time, even after the close of the Payment Window as defined in exhibits. If PRIVI conducts “know your customer” exercises or any other kind of customer due diligence to verify the identities of all or part of the Purchasers, the Purchasers concerned shall timely provide all such information and meet all such requests as may be sought or instructed by Cache Token for that purpose.
(vi) If PRIVI discovers the purchase of PRIVI Tokens by any Purchaser violating any anti-money laundering, counter-terrorism financing or other regulatory requirements, such purchase shall be invalid with retroactive effect and PRIVI shall be entitled to immediately deny the relevant person’s admissibility to the PRIVI Token Sale Event, reject delivery of any PRIVI Token and request return of any delivered PRIVI Tokens, irrespective of any payment that could have been made by that Purchaser.
Security You are responsible for implementing reasonable measures for securing the wallet, or other storage mechanism you use to receive and hold PRIVI Tokens you purchase from PRIVI, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your PRIVI Tokens. We are not responsible for any such losses.
WARNING: DO NOT PURCHASE PRIVI TOKENS IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC PRIVI TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS
Purchases of PRIVI Tokens should be undertaken only by individuals, entities, or companies that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens, like Bitcoin (“BTC”), and blockchain based software systems. Purchasers should have functional understanding of storage and transmission mechanisms associated with other cryptographic tokens. While the PRIVI Team will be available to assist Purchasers of PRIVI Tokens during and after the sale, PRIVI will not be responsible for lost cryptocurrency, such as BTC, ETH, USDT or other tokens resulting from actions taken by, or omitted by Purchasers. Note, in particular, that PRIVI Token Purchasers should take great care to write down their wallet password and not lose it so as to be sure that they will be able to access their PRIVI Tokens when they become available during or after the initial sale. If you do not have such experience or expertise, then you should not purchase PRIVI Tokens or not participate in the pre-sale of PRIVI Tokens.
REPRESENTATIONS AND WARRANTIES
(i) To participate in the PRIVI Token Sale Event, each Purchaser shall represent and warrant that:
All the information submitted by him/her to PRIVI is true, complete, valid and non-misleading;
He/she is not a citizen, tax resident or green card holder of the United States of America, South Korea, Singapore or China - or of any countries on the EU, US, or UN sanctions list.
He/she is of sufficient age to participate in the PRIVI Token Sale Event and is a natural person with full civil capacity of conduct under the laws of the jurisdiction where he/she is domiciled or maintains citizenship;
He/she is a seasoned participant, backer, expert, technician and/or professional in the fields of blockchain, distributed ledger technology and cryptographic tokens, cryptocurrency and financial markets and is fully aware of the risks associated with the development and use of PRIVI Token PRIVI Wallet, and PRIVI Ecosystem;
His/her participation in the PRIVI Token Sale Event is voluntary and based on his/her own independent judgment without being coerced, solicited or misled by anyone else;
He/she is permitted by the laws of each jurisdiction to participate in the PRIVI Token Sale Event and is legally permitted to acquire, receive and hold crypto-tokens;
No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority is required on his/her part in connection with the participation in the PRIVI Token Sale Event;
He/she is experienced in and capable of maintaining and safekeeping the Bitcoin or Ethereum private key(s) of the sending address out of which he/she makes any payment for purchasing the Token;
He/she only uses such crypto-tokens as lawfully acquired through mining and/or trading to make payment in the PRIVI Token Sale Event and does not participate in the PRIVI Token Sale Event for any money-laundering, terrorism financing or other illicit purpose;
He/she aims to acquire PRIVI Tokens from PRIVI primarily for using the designed functions of the PRIVI Ecosystem without expectation of any profit or financial yield and does not contemplate to use PRIVI Tokens for any financial, speculative, illegal or unethical purpose; and
Except having specifically communicated to and been permitted by PRIVI in advance, he/she is participating in the PRIVI Token Sale Event for his/her own benefit and is not acting as a nominee or agent for or on behalf of any third party.
All the above representations and warranties made by a Purchaser shall be true, complete, accurate and non-misleading on and from the date of that Purchaser making a payment hereunder throughout the PRIVI Token Sale Event and onwards. PRIVI reserves the right to reject and invalidate the payment by, and withhold the relevant PRIVI Tokens from, any Purchaser who has made a false representation in the sole judgment of PRIVI.
We do not operate or maintain all aspects of the Network, and as such, we have no responsibility or liability for the Network or any ability to control third parties’ use of the Network.
Ownership of PRIVI Tokens carries no rights, expressed or implied, other than the right to use PRIVI Tokens as a means to enable usage of and interaction with the Network, if successfully completed and deployed. In particular, you understand and accept that PRIVI Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Network and/or Company and its affiliates, other than rights relating to the provision and receipt of Services in the Network, subject to limitations and conditions in these Terms and applicable Network Terms and Policies (as defined below). You understand and accept that the PRIVI Tokens are not intended to be a digital currency, security, commodity or any other kind of financial instrument.
Scope of Terms
Unless otherwise stated herein, these Terms govern initially your purchase of PRIVI Tokens from us during the Sale Period.
To the extent of any conflict with these Terms, the Network Terms and Policies shall control with respect to any issues relating to the use of PRIVI Tokens in connection with providing or receiving Services in the Network.
Cancellation; Refusal of Purchase Requests Your purchase of PRIVI Tokens from us during the Sale Period is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel PRIVI Token purchase requests at any time in our sole discretion.
Terms of PRIVI Token Sale: Procedures and Specifications Important information about the procedures and material specifications of our Cache Token sale is provided in Exhibit B, including, but not limited to, details regarding the timing and pricing of the PRIVI Token sale, the amount of PRIVI Tokens we will sell, and our anticipated use of the PRIVI Token sale proceeds. By purchasing PRIVI Tokens, you acknowledge that you understand and have no objection to these procedures and material specifications.
Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with purchasing PRIVI Tokens, holding PRIVI Tokens, and using PRIVI Tokens for providing or receiving Services in the Network, as disclosed and explained in the exhibits. If you have any questions regarding these risks, please contact us via our website. BY PURCHASING PRIVI TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
Personal Information We may determine, in our sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable law or regulation in connection with selling PRIVI Tokens to you. You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to sell PRIVI Tokens to you until you provide such requested information and we have determined that it is permissible to sell you PRIVI Tokens under applicable law or regulation.
Taxes The purchase price that you pay for PRIVI Tokens is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of PRIVI Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of PRIVI Tokens.
Representations and Warranties By purchasing PRIVI Tokens, you represent and warrant that:
You have read and understand these Terms (including all Exhibits);
You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing the PRIVI Tokens;
You have obtained sufficient information about the PRIVI Tokens to make an informed decision to purchase the PRIVI Tokens;
You understand that the PRIVI Tokens confer only the right to provide and receive Services in the Network and confer no other rights of any form with respect to the Network or Company or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
You are purchasing PRIVI Tokens to provide or receive Services in the Network and to support the development, testing, deployment and operation of the Network. You are not purchasing PRIVI Tokens for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;
Your purchase of Cache Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to, legal capacity and any other threshold requirements in your jurisdiction for purchasing the PRIVI Tokens, using the PRIVI Tokens in the Network, and entering into contracts with us, any foreign exchange or regulatory restrictions applicable to such purchase, and any governmental or other consents that may need to be obtained;
You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of PRIVI Tokens;
If you are purchasing PRIVI Tokens on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly);
You are not a resident or domiciliary of The United States of America, South Korea, China, Singapore, or any country on the EU, US, or UN sanctions list — or purchasing Cache Tokens from a location in either of these jurisdictions; and You are not a citizen or resident of a geographic area in which access to or use of the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act, a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce ’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf.
You understand and acknowledge that title to, and risk of loss of, PRIVI Tokens you receive from the Smart Contract System (as defined and explained in Exhibit A).
Indemnification To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assignees (the “Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of PRIVI Tokens, (ii) your responsibilities or obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any other person or entity.
Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under the applicable sections of the agreement herein. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.
Disclaimers TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE PRIVI TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE PRIVI TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT THE PRIVI TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE PRIVI TOKENS WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE PRIVI TOKENS OR THE DELIVERY MECHANISM FOR PRIVI TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this section may not apply to you.
Limitation of Liability TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE PRIVI TOKEN OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE PRIVI TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE PRIVI TOKENS.
THE LIMITATIONS SET FORTH IN APPLICABLE SECTIONS HEREIN WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.
Release To the fullest extent permitted by applicable law, you release Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
Total waiver of Liability You hereby warrant and agree that the Company, its directors, members, shareholders or any other party associated with PRIVI shall not be liable for any losses associated with the use of, creation, development, obtaining, transfer, holding, or your general participation in the PRIVI Token Sale even or possession of PRIVI Tokens.
You further warrant and agree that you hereby hold the company, its members, directors, or shareholders harmless for any non-development of software features or project development associated with the PRIVI project. Any forecasts, figures, suggestions, designs, or ideas are subject to change, compliance, regulations, and development fees. In the event that PRIVI does not create, develop, or deploy any of it’s ideas or suggestions provided on its website, white paper, or in any press release. The company, directors, members, shareholders shall not be liable for any losses or breach of this agreement.
DISPUTE RESOLUTION -- ARBITRATION
Binding Arbitration Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company (i) waive your and Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and Company’s respective rights to a jury trial. Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
No Class Arbitrations, Class Actions or Representative Actions
Any Dispute arising out of or related to these Terms is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Arbitration will be conducted confidentially. Any Dispute shall be referred to and finally resolved by arbitration administered by the London Court of International Arbitration (“LCIA”) in accordance with the Arbitration Rules of the England and Wales, for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be England. The Tribunal shall consist of one (1) or three (3) arbitrator(s). The language of the arbitration shall be English. The English judicial system will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. All costs of Arbitration will be born and maintained by you.
Authority of Arbitrator(s)
As limited by these Terms and the applicable LCIA rules, the arbitrator(s) will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator(s) may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any
proceeding involving more than one individual.
Severability of Dispute Resolution and Arbitration Provisions
If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth in this Section are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
Governing Law and Venue
These Terms will be governed by and construed and enforced in accordance with the laws of the United Kingdom (specifically the British Virgin Islands) without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out or relating to these Terms or its subject matter or formation (including non- contractual Disputes of claims) that is not subject to arbitration will be resolved in the courts of England applying the laws of the British Virgin Islands.
If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
These Terms constitute the entire agreement between you and us relating to your purchase of PRIVI Tokens from us. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at our website and update the “Last Updated” date above. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control.
Purchasing PRIVI Tokens from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.
Waiver The parties hereto agree to a uniform waiver of any and all claims in equity, contract, or criminal, against one another weather known, unknown, or anticipated.
Assignment The user may not assign this agreement under any circumstances. PRIVI may assign it to a third party or other corporation by providing written notice to the other party.
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Exhibit A TERMS OF SERVICE FOR SITE, WALLET AND USE OF NETWORK SERVICES
These additional Terms of Service and Use (Hereinafter " Exhibit A Terms" or "Terms of Service") are made between you (Hereinafter the “User” or “you”) and PRIVI Chain Inc (“PRIVI”, “we”, “us” or “The Company”) (Hereinafter collectively called “The Parties ”). By engaging with or using https://priviprotocol.io/ (the “Site”), purchasing PRIVI Tokens, or utilizing any of PRIVI’s services, you are deemed to have accepted these Terms of Service. If you do not agree with these Terms of Service or any of the clauses contained within, you should no longer continue using the PRIVI website.
PRIVI provides an online feature known as the Wallet ( Hereinafter the “Wallet”) which allows Users to transfer the ownership of digital assets, or other cryptographically secured tokens (hereinafter “Tokens”) over blockchain or distributed ledger technology (“DLT”) - For the avoidance of doubt these are sometimes colloquially referred to as “cryptocurrencies”. If the User wishes to use the Wallet, change ownership of PRIVI Tokens, or use any of the other services provided by PRIVI (hereinafter “the Services ”). In doing so the User agrees to be bound to these Terms of Service. This agreement is made in good faith between the parties.
In order for the User to access or use any of the services provided by PRIVI, it is required that You first accept and comply with these Terms. For the avoidance of doubt these Terms of Service apply to all visitors, users and any other party who accesses or uses either any of our Services or the Website. They govern the relationship between you and PRIVI and you should take time to read them carefully. All references to the term PRIVI or Company also include its directors, members, shareholders, officers, agents, employees, or contractors working on their behalf. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
Pursuant to the Electronic Signature Act (England and Wales – incorporating EU law into domestic legislation) you are deemed to accept these terms with your continued use of our website and any of our Services.
We will provide notice of any amendment to these Terms by posting any revised terms to the site and
updating the “Last updated” field above accordingly or by any other method we deem appropriate. We are not obligated to provide notice in any other method beyond these. Any change to these Terms will be effective immediately upon such notice and apply to any ongoing or subsequent use of the Site, Services, or Wallet. Relationship
At no time are these Terms of Service designed to create a Partnership. The User and PRIVI are entering into this agreement and at no time does it constitute the creation of a partnership, agency, or other business relationship in which the Parties can legally bind each other.
Qualifications of User in order to use the site
The User represents and warrants they are at least eighteen (18) years of age, are legally entitled to use the internet and services like those provided by PRIVI (according to the laws of England and Wales and any relevant jurisdiction in which you reside), and have not had your right to use our service previously suspended or revoked by us.
Illegal and Prohibited Use
The User represents and warrants that they will not use the Site, Coin, Network or Wallet for any criminal, illegal, or otherwise prohibited use, including (but not limited to) activities related to money laundering, drugs trafficking, human trafficking, weapon trafficking, terrorism, securities fraud, or tax evasion.
The User further represents and warrants that they will not use the PRIVI Services or Wallet to assist any other party in activities which are not compatible with their domestic or international civil or criminal laws.
From time to time as required by various Money Laundering regulations and regulatory bodies the User may be required to provide identification documents associated with them in order to prove identification or ownership of banking facilities. In the event that PRIVI is required to examine personal information relating to a User, PRIVI reserves the right to suspend or pause the User account until such time as they have reasonably identified themselves or ownership of a banking facility.
During such suspension time the User will not be able to access any PRIVI Tokens or Funds already deposited in their account or Wallet.
Identification documents that are accepted include government issued ID and Certified Banking Documentation provided by your banking or financial institution.
At all times the User agrees to indemnify and hold harmless PRIVI for any claims or causes of action arising from or out of any investigation or enquiries made from any government or extra-governmental body responsible for financial regulatory conduct that holds jurisdiction over the User.
The User represents and warrants that they will in no way use the Wallet or Services to: distribute spam, junk communications or chain letters; reverse engineer or otherwise improperly access any of the
Site’s or the Wallet’s underlying code or technical mechanisms; cause damage to the Site or PRIVI through any means, including, but not limited to, through the use of hacking, malware, viruses, illegitimate credentials, phishing, brute force attacks, SQL exploits, or any other method of detrimentally intercepting, interrupting, or damaging any information or functionality related to the Site. You also agree not to transfer access to your Account (as defined below) or any other rights granted to you by these Terms.
Registration and Account
In order to use our Services you are first required to create an account with PRIVI (“Account”).
During the registration process you may be asked questions about yourself. This information is used in order to determine if you are eligible for an Account. You warrant and agree that all information provided when creating an Account is current, complete, and accurate.
The User will promptly notify PRIVI of any changes to any information that would cause the information provided upon your Account’s creation to no longer be current, complete or accurate.
The User also expressly agrees that no Account will be created until such time as they have successfully confirmed their identity and satisfied PRIVI that they are who they claim to be during registration. This includes all personal and contact information such as email address and contact number.
You agree that you exclusively will access and use your Account by yourself, and may not transfer the right of its use or disclose any log-in credentials to a third party without our written consent. You agree to take full responsibility for any activity that occurs through the use of your account, and cannot transfer this obligation to any third party. You agree to notify PRIVI in the event that you discover or suspect any security breaches or vulnerabilities related to the Site, Services or Wallet.
Each User is responsible for their own account, They are not to share passwords or identifying information with any other party.
No accounts are to be created by Agents acting on behalf of another party. Each User is only to have ONE ACCOUNT.
NOTICE: USERS IN THE UNITED STATES OF AMERICA, CHINA, SOUTH KOREA, AND SINGAPORE OR FROM ANY COUNTRIES ON THE EU, US, OR UN SANCTIONS LIST MAY NOT REGISTER FOR OR HOLD AN ACCOUNT.
Limitation of Liability
The User hereby warrants and agrees that PRIVI is not responsible whatsoever for any damages caused by the interception, loss or alteration to any information sent over the internet.
While PRIVI will take reasonable steps to ensure the security and privacy of any information transmitted during your use of our Services, in no event will any such information be considered “confidential ” or will its disclosure to a third party, accidental or otherwise, cause liability against PRIVI, even if it occurs as a result of our negligence.
The use of PRIVI Services is undertaken “at risk” meaning that PRIVI will hold no responsibility towards the User, or any third party, for any actual or anticipated loss resulting from the use of the Services. PRIVI takes every reasonable precaution to prevent and mitigate attacks. However, these problems still may occur from time to time for reasons that are out of our control.
If PRIVI believes a Token active in the Wallet has been compromised or is under attack, PRIVI reserves the right to immediately stop all Services related to such Token. If it is determined that such an attack caused an associated token to rapidly lose value or otherwise cause or threaten to cause damage to the Wallet, the Site, or other users, PRIVI may immediately discontinue all activity regarding such token entirely at its discretion.
Resolution concerning deposits, withdrawals, account balances, services or other disputes related to an attacked token will be determined on a case-by-case basis.
PRIVI makes no representation and does not warrant the safety of the Wallet and is not liable for any lost value or stolen property, regardless of whether PRIVI was negligent in providing appropriate security.
PRIVI, its members, freelancers, or anyone working on their behalf hold no liability to the client for any actual or anticipatory damages from breach of this contract.
By this Agreement each party hereto releases the other party hereto from all claims, demands, damages, rights, liabilities, and causes of action of any nature whatsoever, whether at law or equity, known or unknown, suspected or unsuspected, which are related or in any manner incidental to the Lease and which first arise out of transactions and occurrences from and after the Termination Date. Each party waives and relinquishes any right or benefit which it has or may have under applicable law regarding waiver of unknown claims to the full extent that it may lawfully waive such rights and benefits. In connection with such waiver and relinquishment, each party acknowledges that it is aware that it or its lawyers or accountants may hereafter discover facts in addition to or different from those which it now knows or believes to exist with respect to the subject matter of this Agreement or the other party hereto but that is such parties intention hereby fully, finally, and forever to settle and release all of the claims, disputes, and differences, known or unknown, suspected or unsuspected, which now exist or may exist hereafter between each party.
Nothing contained in this section will remove the right of PRIVI to recover unpaid sums due for their performance under this contract and any costs associated with the recovery of that sums owed to them by the User.
PRIVI Does Not Provide Legal, Financial or Investing Advice
At no time does PRIVI provide any legal, financial, investing advice and any publicised, provided, or referred to information or publications should not be considered as such.
PRIVI's documents, site or services are not any other kind of specialised or expert advice on which the User might detrimentally depend, causing liability against PRIVI. In using the Wallet, you represent and warrant that you have sought any legal, financial, investment or otherwise specialised advice from an expert qualified to provide such counsel, or else you have the sufficient knowledge and sophistication to evaluate the risks and merits associated with Blockchain and/or Token management and offerings and to competently use our Services. We give no warranty regarding the suitability of any Tokens or other assets acquired using our Wallet and assume no fiduciary duties to you.
The User represents and warrants the understanding that any recommendations or commentary made by PRIVI or its employees or other users should be considered generalised in nature, and you should use your own judgement or seek the advice of an expert before taking any action regardless of such statement. We give no assurance as to the accuracy or completeness of any such statement.
At all times the User agrees to undertake their own due diligence regarding the use of online digital Wallets and Tokens before engaging in any of the Services provided by PRIVI.
Purchase of PRIVI Tokens
The User can transfer USDT (ERC-20), ETH, and other permitted cryptocurrencies to our Wallet to purchase Cache Tokens listed on the Site.
Funds will appear in your Account depending on the processing time of the transaction, the User understands that this is out of PRIVI’s control. This processing time is only after public distribution, which is by no means immediate.
Once the transferred funds are posted to your Account in a form of online receipt, PRIVI warrants to record the purchase of the PRIVI Token at the first day of the PRIVI Token sale Event based on the market price of the Cryptocurrency of your deposit, unless otherwise stated.
PRIVI Tokens can only be purchased during the official PRIVI Token sale period by accepting the respective Terms of PRIVI Token Sale. No withdrawals are allowed during the PRIVI Token Sale event, including pre-sale period. For any inquiries please contact support team via our website.
Distribution of PRIVI Tokens
PRIVI Tokens purchased by the User will be issued according to the respective Terms of PRIVI Token Sale. Once issued by the seller of the PRIVI Tokens, PRIVI will distribute them to your Account.
PRIVI Tokens will be available in your Account until you transfer them outside of the Wallet. You shall be responsible for implementing reasonable measures for securing the wallet, or other storage mechanism you decide to use to receive and hold PRIVI Tokens outside of your Account, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s).
If your private key(s) or other access credentials are lost, you may lose access to the purchased PRIVI Tokens. PRIVI shall not be responsible for any such losses.
INVESTMENT NOTICE AT NO TIME IS THE PURCHASE OF PRIVI TOKENS AN INVESTMENT. THE PURCHASE OF PRIVI TOKENS IS A TRANSACTION AND DOES NOT AMOUNT TO OWNERSHIP, LENDING, OR CASH STYLE INVESTMENTS. PRIVI IS NOT REGULATED BY ANY FINANCIAL BODY AND DOES NOT PROVIDE INVESTMENT OPPORTUNITIES, ADVICE, OR OPTIONS.
PRIVI IS NOT PROVIDING AN INVESTMENT OPPORTUNITY.
We grant you a limited, nonexclusive, nontransferable license (“License”) to access our network and use our Wallet, box, Site and Services.
This License is subject to these Terms. Any other use of the Services not expressly permitted by these Terms is prohibited. All other rights in the Wallet are reserved by PRIVI and our licensors, including that to any content or functionality as presented on the Site or the Wallet. “PRIVI”, and all logos related to Services or displayed on the Site are registered marks of PRIVI or its affiliates.
You will not redistribute, claim ownership, license, deconstruct, reverse engineer, alter, incorporate into any other works or websites, or otherwise exploit any such content or functionality without prior express written consent of PRIVI.
We may terminate or suspend your License to use our Services without prior notice or liability for any reason whatsoever, including (but not limited to) breaching of these Terms. Nothing in these terms or in any other communication or action by PRIVI or our employees, agents or representatives should be taken as a waiver of any legal remedies available for any event causing termination.
All provisions of the Terms which by their nature should survive termination shall survive termination, including (but not limited to) ownership provisions, disclaimers or limitations of obligations or liability, and indemnity.
PRIVI reserves the right to assign this agreement or any part hereto to a third party without the written consent of the User.
Any assignment will be notified to the User by email prior to the assignment of these Terms of Service.
Links to other Web Sites
PRIVI or other users may provide links to third-party web sites or services that are not owned or controlled by PRIVI. PRIVI has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services.
You further acknowledge and agree that PRIVI shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or detrimental reliance on any information, content, goods or services available on or through any such web sites or services. PRIVI is not liable for any loss or damage incurred as a result of interacting with any third party content on our Site.
The owners of this website and the company cannot guarantee or verify the contents of any externally linked website despite their best efforts. Users should therefore note they click on external links at their own risk and this website and its owners cannot be held liable for any damages or implications caused by visiting any external links mentioned.
This website may contain sponsored links and adverts. These will typically be served through our advertising partners, to whom may have detailed privacy policies relating directly to the adverts they serve.
The owners of this website and the company cannot guarantee or verify the contents of any externally linked website despite their best efforts. Users should therefore note they click on external links at their own risk and this website and its owners cannot be held liable for any damages or implications caused by visiting any external links mentioned.
Cookies are small files saved to the user's computer's hard drive that track, save and store information about the user's interactions and usage of the website. This allows the website, through its server to provide the users with a tailored experience within this website.
Users are advised that if they wish to deny the use and saving of cookies from this website onto their computers hard drive they should take necessary steps within their web browsers security settings to block all cookies from this website and its external serving vendors.
Other cookies may be stored to your computer's hard drive by external vendors when this website uses referral programs, sponsored links or adverts. Such cookies are used for conversion and referral
tracking and typically expire after 30 days, though some may take longer. No personal information is stored, saved or collected.
Contact and Communication
Users contacting this website and/ or The Company do so at their own discretion and provide any such personal details requested at their own risk.
Your personal information is kept private and stored securely until a time it is no longer required or has no use, as detailed in the Data Protection Act. Every effort has been made to ensure a safe and secure form to email submission process but advise users using such form to email processes that they do so at their own risk.
This website and its owners use any information submitted to provide you with further information about the products / services they offer or to assist you in answering any questions or queries you may have submitted.
This includes using your details to subscribe you to any email newsletter program the website operates but only if this was made clear to you and your express permission was granted when submitting any form to email process. Or whereby you the consumer have previously purchased from or enquired about purchasing from the company a product or service that the email newsletter relates to. This is by no means an entire list of your user rights in regard to receiving email marketing material. Your details are not passed on to any third parties.
In sending the company or the website your personal information you are consenting to allow the company to contact you subject to the above conditions. Any data held by the company relating to individuals will be stored and can be destroyed once a period of 12 months of no communication has occurred between The User and The Company.
The company will never knowingly or willingly pass information it holds on Users (For clarity this includes: clients, prospects, or website users) onto a third party without the consent of the said user.
From time to time The Company operates an email newsletter program, used to inform subscribers about products and services supplied by this website. Users can subscribe through an online automated process should they wish to do so but do so at their own discretion. Some subscriptions may be manually processed through prior written agreement with the user.
All personal details relating to subscriptions are held securely and in accordance with the Data Protection Act 1998. No personal details are passed on to third parties nor shared with companies / people outside of the company that operates this website.
Under the Data Protection Act you may request a copy of personal information held about you by this website's email newsletter program. A small fee will be payable. If you would like a copy of the information held on you please write to us using the contact details contained on the website.
Email marketing campaigns published by this website or its owners may contain tracking facilities within the actual email. Subscriber activity is tracked and stored in a database for future analysis and
evaluation. Such tracked activity may include; the opening of emails, forwarding of emails, the clicking of links within the email content, times, dates and frequency of activity [this is by no far a comprehensive list].
This information is used to refine future email campaigns and supply the user with more relevant content based around their activity.
In compliance with international spam Laws and the Privacy and the European Electronic Communications Regulations 2003 subscribers are given the opportunity to un-subscribe at any time through an automated system. This process is detailed at the footer of each email campaign. If an automated un-subscription system is unavailable clear instructions on how to un-subscribe will by detailed instead.
Copyright of Communications In Connection With Our Services
You agree that any materials, information or communications transmitted between the User and PRIVI in any form, or between the User and any other PRIVI user via our Wallet, are non-confidential and will become the sole, exclusive property of PRIVI.
PRIVI will own all intellectual property rights to such communications or materials, and can use or disseminate them in a completely unrestricted fashion for any legal purpose, commercial or otherwise, without notifying or compensating you. You hereby waive any right to litigation or recovery for perceived damages caused by the use of this information as is permissible by law.
Social Media Platforms
Communication, engagement and actions taken through external social media platforms that this website, the company, and its owners participate on are custom to the terms and conditions as well as the privacy policies held with each social media platform respectively.
Users are advised to use social media platforms wisely and communicate / engage upon them with due care and caution in regard to their own privacy and personal details. This website nor its owners will ever ask for personal or sensitive information through social media platforms and encourage users wishing to discuss sensitive details to contact them through primary communication channels such as by telephone or email.
This website may use social sharing buttons which help share web content directly from web pages to the social media platform in question. Users are advised before using such social sharing buttons that they do so at their own discretion and note that the social media platform may track and save your request to share a web page respectively through your social media platform account.
The Company holds responsibility for any and all comments, posts or any other action taken on social media belonging to the company. Social media can easily be identified as belonging to the company by the name of the account on the relevant social media platform. Any and all comments and actions made on social media are not intended to cause offense or serve as a defamatory action. Each and every posting will be checked for accuracy.
If you believe your intellectual property rights, personal rights, or any other rights have been infringed by any action on social media you are to notify the company as soon as possible so that the company has an opportunity to rectify and/or remove the post.
The User shall do nothing to bring PRIVI, its members, directors, shareholders, or any part belonging thereto into disrepute or dispute.
At all times the User shall be an ambassador of PRIVI and act within its best interests. They shall do nothing to harm the Company, its members, shareholders, or anyone associated with it.
The User shall report and notify PRIVI of any unwanted, unreasonable, bad, or negative outcomes as to their use of the Website or Services.
You agree to indemnify, exculpate and hold PRIVI, its representatives, affiliates, employees and service providers harmless from any claim or demand permissible by law arising out of or related to the use of these Services, including any breach by you of these Terms or violation of any law, rule, or rights of a third party. You agree to pay for any legal fees or other costs that incurred PRIVI or any other indemnified parties as a result of your actions.
Disclaimer of Warrants and Guarantees
PRIVI does not guarantee any level of performance or the continued, uninterrupted availability of our Services. We do not guarantee the accuracy of any information provided on the Site. We hereby disclaim all warrants and guarantees that not expressly made in these Terms.
Applicable Law and Venue
The validity, interpretation, construction and performance of these Terms, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of England and Wales, without giving effect to principles of conflicts of law.
The laws of England and Wales shall apply to this contract and the courts of England and Wales shall hold exclusive jurisdiction over any dispute arising from them.
As set forth elsewhere among these Terms and Conditions, the parties agree to binding arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks to bring an individual action in small claims tribunals or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company
(i) waive your and the Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and
(ii) waive your and the Company’s respective rights to a jury trial. Instead, you and the Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
No Class Arbitration, Class Action or Representative Actions
Any Dispute arising out of or related to this Agreement is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
As agreed throughout these Terms, any Dispute shall be referred to and finally resolved by arbitration administered by the London Court of International Arbitration (“LCIA”) in accordance with the Arbitration Rules of the London Court of International Arbitration ("LCIA Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be England. The Tribunal shall consist of either one (1) or three (3) arbitrator(s). The language of the arbitration shall be English applying the laws of the British Virgin Islands.
Any notices relating to these Terms of Service are to be sent to the company via email found on our website.
Survival and Severability
Any portion of these Terms that reasonably should survive the termination of your License or any other agreement is hereby agreed to do so. If any provision of these terms is deemed illegal, invalid or otherwise invalid for any reason, then that provision will be severed and the rest of these Terms will remain intact and enforceable.
Our failure to exercise or enforce any rights or provisions of these Terms does not constitute a waiver of those rights or provisions. These Terms represent the entire and complete agreement between the User and Cache Token , including any future modification of these Terms, superseding any prior agreements or communications between you and us. Any ambiguities in these Terms shall be construed in the light most favourable to Cache Token .
Act of God
Cache Token ' performance under these Terms shall be excused if the failure of such performance is caused by forces beyond its reasonable control. This includes (but is not limited to) acts of God, acts of any government, war or civil unrest, severe weather, fire, natural disasters, political embargoes, terrorism, power or equipment failure, industrial or labor disputes or controversies, acts of any third party, or blockchain failures. Thus Cache Token is not liable for failure to perform solely caused by unavoidable force majeure casualty, acts by common carriers, emergency conditions, or any similar
unforeseen event that renders performance commercially implausible.
If such an event of force majeure occurs, the party injured by the other’s inability to perform may elect to suspend the Agreement, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.